AIC MINES LIMITED - Proxy Solicitation & Information Statement 2008

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GENERAL MEETING OF SHAREHOLDERS 3 MARCH 2008

A Special Meeting of Shareholders of Intrepid Mines Limited is to be held at 9:45 am on Monday 3 March 2008 in Toronto. At this meeting, shareholders will be asked to vote on five resolutions – the most significant of which is a merger with Emperor Mines Limited. The Notice of Special Meeting, Management Information Circular and Proxy form are attached and are being dispatched to shareholders.

Derek Humphry Company Secretary

1 February 2008

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TORONTOTORONTO, CANADA, CANADAPERTHP, ERTHWESTERN , WESTERN AUSTRALIAAUSTRALIA Ann CandelarioAnn CandelarioDerek Humphry Derek Humphry VP Investor Relations VP Investor Relations Chief Financial Officer Chief Financial Officer Tel: +1 (416) 368-4525 Tel: +1 (416) 368-4525 Tel: +61 8 9346 0000Tel: +61 8 9346 0000 [email protected] [email protected] [email protected] [email protected] INTREPID INTREPID MINES LIMITEDMINES LIMITED ABN: 11 060ABN:15611452060 156 452www.intrepidmines.comwww.intrepidmines.com

Intrepid Mines Limited ACN 060 156 452

NOTICE OF SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

FOR SPECIAL MEETING OF HOLDERS OF ORDINARY SHARES OF INTREPID MINES LIMITED AND EXCHANGEABLE SHARES OF INTREPID NUSTAR EXCHANGE CORPORATION

TO BE HELD ON MARCH 3, 2008 COMMENCING AT 9:45 AM TORONTO TIME

RELATING TO THE PROPOSED ACQUISITION OF ALL OF THE ISSUED AND OUTSTANDING SECURITIES OF EMPEROR MINES LIMITED

CIRCULAR DATE: JANUARY 24, 2008

Please carefully read this management information circular, including its schedules and documents incorporated by reference herein, as they contain detailed information relating to, among other things, the proposed acquisition of Emperor Mines Limited by way of a Scheme of Arrangement under the Corporations Act that the Shareholders of Intrepid Mines Limited and Intrepid NuStar Exchange Corporation will be voting on at the Special Meeting. If you are in doubt as to how to deal with these materials or the matters they describe, please consult your professional advisor or please contact the Canadian Corporate Secretary of Intrepid Mines Limited at Suite 3100, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H 3Y2 Attention: Kathleen Skerrett (phone no. +1 416 865 6660) or the Australian Company Secretary of Intrepid Mines Limited at Level 2, 34 Colin Street, West Perth, Western Australia 6005 Attention: Derek Humphry (phone no. +61 8 9346 0000)

Dear Shareholder,

At a Special Meeting on March 3, 2008 in Toronto, Canada, shareholders will be asked to vote on five resolutions – the most significant of which is a merger with Emperor Mines Limited. The meeting will be held at the offices of Gardiner Roberts LLP, Suite 3100, Scotia Plaza, 40 King Street West, Toronto, Ontario at 9:45 am (Toronto time).

The merger proposal is based on the combination of two complementary businesses - Intrepid's producing Paulsens Gold Mine in Western Australia and the Casposo gold/silver development project in Argentina together with Emperor's strong cash position and exploration portfolio.

The merger is to proceed by way of a scheme of arrangement in which Emperor will become a wholly owned subsidiary of Intrepid with Emperor shareholders receiving one Intrepid share for every 4.25 Emperor shares held.

Since first announced on September 18, 2007, both companies have completed respective due diligence, agreed on the executive management team, the business plan going forward and the Board of directors.

Immediately prior to the merger announcement, and with Intrepid’s knowledge, Emperor entered into a joint venture and commenced exploration of the Tujuh Bukit property in East Java. Post merger announcement, Intrepid has seen a significant production and cost turn around in the four months to December 2007 at Paulsens, received Environment Impact Statement approvals for the Casposo project in December 2007 and announced an increased gold/silver resource at the site in January 2008. Emperor has also advanced A$6.2 million to Intrepid in working capital.

In September 2007 Emperor commenced a sale process for the Tolukuma Gold Mine in Papua New Guinea. At the date of this letter no sale has been concluded.

By the time Intrepid shareholders meet to vote on the merger, there will still be outstanding conditions precedent to the merger – a key one being the "Net Cash" position of Emperor. This condition requires Emperor to have a specified minimum "Net Cash" position on the business day prior to the date of the Second Court hearing scheduled for March 10, 2008. Shareholders should note the details of this requirement in the accompanying Circular.

Should shareholders approve the merger, your Board will then determine prior to the Second Court hearing whether the "Net Cash" condition precedent has been met to its satisfaction. If your Board is not satisfied that the condition precedent has been met and the Board cannot establish suitable offsetting factors to waive this condition, then the merger may not proceed.

A more detailed explanation of all of the above matters is contained in the accompanying pages of the Circular.

Your Board of directors believe that the merger will create a well-balanced and adequately funded company capable of adding significant value for all shareholders and unanimously recommend that you vote in favour of the merger.

If you are unable to attend the meeting, please lodge a proxy prior to 9:45am (Toronto time) or 11:45pm (Perth time) on March 1, 2008.

Please read the Circular carefully and if you have any additional questions on the merger or the Meeting, then please call me on +61 417 929 107.

Yours faithfully,

Colin G. Jackson Chairman Intrepid Mines Limited

Page 2 | Chairman’s letter to shareholders

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is given that a Special Meeting of Shareholders of Intrepid Mines Limited will be held at the offices of Gardiner Roberts LLP, Suite 3100, Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada on Monday, March 3, 2008 commencing at 9:45 am (Toronto time)/11:45 pm (Perth time)

A G E N D A

Special Business

To consider and, if thought fit, pass with or without amendment, the following resolution as an Ordinary Resolution:

"That the Corporation be authorized to acquire all of the issued and outstanding securities of Emperor Mines Limited on the terms and conditions set out in the Merger Implementation Deed (‘MID’) dated September 18, 2007, as amended, all as more particularly described under the heading “The Merger Implementation Deed” of the Circular accompanying this Notice of Special Meeting (as the Arrangement may be, or may have been, amended, varied or supplemented and including any other condition imposed by the Court)."

To consider and, if thought fit, pass with or without amendment, the following resolution as an Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Corporation ratifies the allotment and issue of 210,000 fully paid ordinary shares in the capital of the Corporation as set out under the heading “Matters to Be Acted Upon – Other Issuances of Securities” of the Circular accompanying this Notice of Special Meeting".

Voting Exclusion: The Corporation will disregard any votes cast on this resolution by the allottees and any associates of those persons. However, the Corporation need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Voting Form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Voting Form to vote as the proxy decides.

To consider and, if thought fit, pass with or without amendment, the following resolution as an Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Corporation ratifies the allotment and issue of 1,881,257 fully paid ordinary shares in the capital of the Corporation as set out under the heading “Matters to Be Acted Upon – Other Issuances of Securities” of the Circular accompanying this Notice of Special Meeting".

Voting Exclusion: The Corporation will disregard any votes cast on this resolution by the allottees, and any associates of those persons. However, the Corporation need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Voting Form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Voting Form to vote as the proxy decides.

To consider and, if thought fit, pass with or without amendment, the following resolution as an Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Corporation ratifies the allotment and issue of 2,000,000 options to Claymore Capital Pty Ltd in connection with the conversion of a convertible loan facility provided by Claymore Capital Pty Ltd on the terms and conditions set out under the heading “Matters to Be Acted Upon – Other Issuances of Securities” of the Circular accompanying this Notice of Special Meeting".

Voting Exclusion: The Corporation will disregard any votes cast on this resolution by Claymore Capital Pty Ltd and any associate of that entity. However, the Corporation need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Voting Form, or it is

Notice of Special Meeting of Shareholders | Page 3

cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Voting Form to vote as the proxy decides.

To consider and, if thought fit, pass with or without amendment, the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.17, Article 58.1 of the Corporation’s Constitution and for all other purposes, the maximum limit for remuneration payable to non-executive Directors for their ordinary services to be increased to an aggregate sum of A$750,000, to be divided as determined by the Directors.”

Voting Exclusion: The Corporation will disregard any votes cast on this resolution by non-executive Directors and any of their associates. However, the Corporation need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the Voting Form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Voting Form to vote as the proxy decides.

To consider any other business that may be brought before the Meeting in accordance with the Corporation’s Constitution.

The specific details of the foregoing matters to be put before the Meeting are set forth under the heading “Matters to be Acted Upon” in the Circular accompanying this Notice of Special Meeting.

Snap Shot Time

Regulation 7.11.37 of the Corporations Regulations 2001 permits the Corporation to specify a time, not more than 48 hours before the Meeting, at which a ‘snap shot’ of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting. The Corporation’s Directors have determined such time will be 9:45 am Toronto time on March 1, 2008, (or 11:45 pm Perth time on March 1, 2008) ( Record Date ).

Proxies for Ordinary Shareholders and Voting Directions for Exchangeable Shareholders

Instructions for Ordinary Shareholders (and for Exchangeable Shareholders) to vote at the Special Meeting are set out under the heading “General Information For the Meeting” in the Circular accompanying this Notice of Special Meeting. The enclosed Proxy Form (for Ordinary Shareholders, as applicable) and Voting Direction Form (for holders of Exchangeable Shares, as applicable) for the Special Meeting also provide further details on appointing Proxies and lodging the Voting Direction Form.

Proxy Forms and Voting Direction Forms must be returned by 11:45 pm Perth time on March 1, 2008 (or 9:45 am Toronto time on March 1, 2008).

All terms not expressly defined herein shall have the meanings ascribed to them in the Circular accompanying this Notice of Special Meeting.

By Order of the Board of Directors Intrepid Mines Limited

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Derek Humphry
Company Secretary
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Dated: January 24, 2008

Page 4 | Notice of Special Meeting of Shareholders

T A B L E O F C O N T E N T S

NOTICE TO SECURITY HOLDERS IN THE UNITED STATES...............................................................................................................7
REPORTING CURRENCY.................................................................................................................................................................................7
FORWARD LOOKING STATEMENTS..........................................................................................................................................................7
INFORMATION CONTAINED IN THIS CIRCULAR.................................................................................................................................8
SUMMARY OF INFORMATION CIRCULAR................................................................................................................................................9
THE MEETING.....................................................................................................................................................................................9
THE ARRANGEMENT.......................................................................................................................................................................9
EMPEROR MINES LIMITED ........................................................................................................................................................... 10
THE RESULTING ISSUER............................................................................................................................................................... 10
APPROVAL AND RECOMMENDATION BY THE BOARD OF DIRECTORS ................................................................ 11
THE MERGER IMPLEMENTATION DEED................................................................................................................................. 11
ADDITIONAL REQUIRED APPROVALS................................................................................................................................... 12
VOTING BY PROXY....................................................................................................................................................................... 12
RISK FACTORS................................................................................................................................................................................. 13
GLOSSARY OF TERMS.................................................................................................................................................................................... 14
GENERAL INFORMATION FOR THE MEETING..................................................................................................................................... 20
SOLICITATION OF PROXIES ...................................................................................................................................................... 20
INFORMATION FOR HOLDERS OF EXCHANGEABLE SHARES ..................................................................................... 20
APPOINTMENT AND REVOCATION OF PROXIES............................................................................................................. 20
VOTING INSTRUCTIONS FOR EXCHANGEABLE SHARES.............................................................................................. 21
DEPOSIT OF PROXY AND VOTING DIRECTION FORMS ............................................................................................... 22
ADVICE TO BENEFICIAL SHAREHOLDERS............................................................................................................................ 22
EXERCISE OF DISCRETION BY PROXIES................................................................................................................................ 23
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF.......................................................................................... 23
SHARE REGISTRIES ......................................................................................................................................................................... 23
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON.................................................................... 24
MATTERS TO BE ACTED UPON................................................................................................................................................................. 24
1. THE ARRANGEMENT .......................................................................................................................................................... 24
2. OTHER ISSUANCES OF SECURITIES............................................................................................................................... 28
3. INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES MAXIMUM LIMIT ............................................................... 30
SECURITIES REGULATORY MATTERS ...................................................................................................................................................... 30
THE MERGER IMPLEMENTATION DEED.................................................................................................................................................. 30
CONDITIONS PRECEDENT TO THE ARRANGEMENT..................................................................................................... 30
SALE OF TOLUKUMA.................................................................................................................................................................... 31
LOAN FROM EMPEROR AND SUBSCRIPTION RIGHT ...................................................................................................... 32
REPRESENTATIONS AND WARRANTIES............................................................................................................................... 32
COVENANTS.................................................................................................................................................................................... 32
COVENANTS REGARDING NON-SOLICITATION............................................................................................................. 33
TERMINATION ................................................................................................................................................................................ 33
CHANGE OF MANAGEMENT..................................................................................................................................................... 34
INFORMATION CONCERNING INTREPID............................................................................................................................................. 34
DOCUMENTS INCORPORATED BY REFERENCE................................................................................................................ 34
INTRODUCTION............................................................................................................................................................................ 35
MINERAL RESERVES AND MINERAL RESOURCES ............................................................................................................... 36
SUMMARY DESCRIPTION OF THE BUSINESS ....................................................................................................................... 38
PAULSENS GOLD MINE, AUSTRALIA....................................................................................................................................... 38
CASPOSO PROJECT, ARGENTINA ........................................................................................................................................... 39
OTHER EXPLORATION ACTIVITIES ........................................................................................................................................ 46
MEXICO ............................................................................................................................................................................................. 47
EL SALVADOR.................................................................................................................................................................................. 48
CANADA ........................................................................................................................................................................................... 49
FINANCIAL INFORMATION AND MANAGEMENT DISCUSSION AND ANALYSIS................................................. 49
DESCRIPTION OF SHARE CAPITAL.......................................................................................................................................... 50
SECURITIES RESERVED FOR ISSUANCE .................................................................................................................................. 50
EXECUTIVE COMPENSATION ................................................................................................................................................... 50
STOCK OPTION PLAN................................................................................................................................................................. 50
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS ................................................ 50

Table of Contents | Page 5

PRIOR SALES..................................................................................................................................................................................... 50 MARKET PRICE ................................................................................................................................................................................ 51 ESCROWED SECURITIES.............................................................................................................................................................. 52 PRINCIPAL SHAREHOLDERS ...................................................................................................................................................... 52 CORPORATE GOVERNANCE .................................................................................................................................................... 52 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...................................................... 52 LEGAL PROCEEDINGS.................................................................................................................................................................. 52 MATERIAL CONTRACTS.............................................................................................................................................................. 52 INFORMATION CONCERNING EMPEROR MINES LIMITED............................................................................................................. 53 CORPORATE STRUCTURE.......................................................................................................................................................... 53 GENERAL DEVELOPMENT OF THE BUSINESS...................................................................................................................... 54 NARRATIVE DESCRIPTION OF THE BUSINESS .................................................................................................................... 56 SELECTED CONSOLIDATED FINANCIAL INFORMATION.............................................................................................. 66 MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2007 AND THE THREE MONTHS ENDED SEPTEMBER 30, 2007 .................................................................................................................................. 67 DESCRIPTION OF SECURITIES................................................................................................................................................... 76 CONSOLIDATED CAPITALIZATION....................................................................................................................................... 76 OPTIONS TO PURCHASE SECURITIES.................................................................................................................................... 76 PRIOR SALES..................................................................................................................................................................................... 76 MARKET PRICE ................................................................................................................................................................................ 77 ESCROWED SECURITIES.............................................................................................................................................................. 77 PRINCIPAL SHAREHOLDERS ...................................................................................................................................................... 77 DIRECTORS AND OFFICERS....................................................................................................................................................... 78 CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES............................................................................................ 78 PENALTIES OR SANCTIONS....................................................................................................................................................... 79 INDIVIDUAL BANKRUPTCIES..................................................................................................................................................... 79 CONFLICTS OF INTEREST........................................................................................................................................................... 79 EXECUTIVE COMPENSATION ................................................................................................................................................... 79 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS....................................................................................... 82 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...................................................... 83 LEGAL PROCEEDINGS.................................................................................................................................................................. 83 AUDITORS AND SHARE REGISTRY.......................................................................................................................................... 83 MATERIAL CONTRACTS.............................................................................................................................................................. 83 CORPORATE GOVERNANCE .................................................................................................................................................... 83 INFORMATION CONCERNING THE RESULTING ISSUER ................................................................................................................ 84 CORPORATE STRUCTURE.......................................................................................................................................................... 84 INTERCORPORATE RELATIONSHIPS...................................................................................................................................... 84 DESCRIPTION OF THE BUSINESS OF THE RESULTING ISSUER ..................................................................................... 85 DESCRIPTION OF SECURITIES................................................................................................................................................... 86 OUTSTANDING SECURITIES...................................................................................................................................................... 87 PROFORMA SELECTED CONSOLIDATED FINANCIAL DATA........................................................................................ 87 PRINCIPAL SECURITY HOLDERS............................................................................................................................................... 87 DIRECTORS AND OFFICERS....................................................................................................................................................... 88 CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES............................................................................................ 89 PENALTIES OR SANCTIONS....................................................................................................................................................... 89 INDIVIDUAL BANKRUPTCIES..................................................................................................................................................... 89 CONFLICTS OF INTEREST........................................................................................................................................................... 89 MANAGEMENT................................................................................................................................................................................ 90 EXECUTIVE COMPENSATION ................................................................................................................................................... 91 CORPORATE GOVERNANCE .................................................................................................................................................... 91 AUDITORS AND TRANSFER AGENTS .................................................................................................................................... 91 RISK FACTORS.................................................................................................................................................................................................. 92 RISKS ASSOCIATED WITH THE ARRANGEMENT............................................................................................................... 92 RISKS ASSOCIATED WITH THE BUSINESS OF THE RESULTING ISSUER..................................................................... 93 CERTIFICATE AND APPROVAL OF DIRECTORS.................................................................................................................................. 97 SCHEDULE "A" – MERGER IMPLEMENTATION DEED......................................................................................................................... 99 SCHEDULE "B" – EMPEROR FINANCIAL INFORMATION................................................................................................................ 135 SCHEDULE "C" – PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS ......................................................................... 239 FOR THE RESULTING ISSUER

Page 6 | Table of Contents

NO SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

NOTICE TO SECURITY HOLDERS IN THE UNITED STATES

Pursuant to the exemption provided by Rule 3a12-3 promulgated under the 1934 Act (as hereinafter defined), this solicitation of proxies is not subject to the requirements of Section 14(a) of the 1934 Act. Accordingly, the solicitation of proxies and transactions contemplated in this Circular are made in the United States for securities of an Australian issuer that is a reporting issuer in Canada in accordance with Australian and Canadian corporate and securities laws, and this Circular has been prepared in accordance with disclosure requirements applicable in Australia and Canada. United States security holders should be aware that such requirements are different from United States requirements applicable to registration statements under the 1933 Act and proxy statements under the 1934 Act.

This Circular and the documents incorporated by reference herein have been prepared in accordance with the disclosure requirements in effect in Australia and Canada, which differ from disclosure requirements in the United States. Financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with Australian equivalents of International Financial Reporting Standards, and in some cases, with a reconciliation to Canadian generally accepted accounting principles, which differ in certain respects from the Public Company Accounting Oversight Board Standards in the United States and accordingly, may not be comparable to financial statements and financial information of United States companies.

The ability of investors to enforce civil liabilities under federal securities laws of the United States may be adversely affected by the fact that Intrepid exists under the laws of Australia, that none of their officers or directors is a resident of the United States and that Intrepid has no significant assets located in the United States. You may not be able to sue an Australian company or their officers and directors in the Canadian and Australian courts for violations of United States securities laws. It may be difficult to compel an Australian company and their affiliates to subject themselves to a United State’s court’s judgment.

REPORTING CURRENCY

In this document, unless otherwise specified, all references to “C$” are to Canadian dollars, all references to “A$” are to Australian dollars and all references to “US$” are to United States dollars. Intrepid reports its financial results in US$ while Emperor reports its financial results in A$. On January 23, 2008 the nominal noon rate in Toronto payable in Australian dollars, as reported by the Bank of Canada was A$1.1233 for each C$1.00 and for United States dollars was US$0.9722 for each C$1.00 which translates into an exchange rate in United States dollars of US$0.8655 for each A$1.00.

FORWARD LOOKING STATEMENTS

This Circular and the documents incorporated by reference herein contain forward-looking information which may include, but is not limited to, statements with respect to the future financial or operating performance of Intrepid and Emperor, their subsidiaries and their projects, the future price of gold, currency fluctuations, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of litigation and regulatory matters. All statements other than statements of historical fact, included or incorporated by reference in this Circular that address activities, events or developments that Intrepid, Emperor or their subsidiaries expect or anticipate may occur in the future are forward-looking statements. Often, but not always, forward-looking statements can be identified by use of forward-looking words such as “may”, “could”, “would”, “might”, “will”, “expect”, “intend”, “plan”, “budget”, “scheduled”, “estimate”, “anticipate”, “believe”, “forecast”, “future” or “continue” or the negative thereof or similar variations. Forward-looking statements are based on certain assumptions and analyses made by Intrepid and/or Emperor (as applicable), in light of their experience and their perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Shareholders are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and known and unknown risks, many of which are outside the control of Intrepid and Emperor, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other things, general business, economic, competitive, political and social uncertainties, the actual results of current exploration activities, conclusions of economic evaluations, industry conditions including fluctuations in the future prices of gold and other metals and minerals, liabilities inherent in the mineral resource

Notice to Security Holders in the United States | Page 7

industry, possible variations in ore grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, political instability, insurrection or war, delays in obtaining regulatory approvals or financing and general market factors, including interest rates, equity markets, business competition, changes in government regulations of the mineral resource industry including environmental regulations, as well as the risks discussed under the heading “Risk Factors – Risks Associated with the Business of the Resulting Issuer”. In addition, please note that statements relating to “reserves” or “resources” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably mined in the future.

Although Intrepid has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward looking statements, there may be other factors that cause results to differ from those anticipated. Forward-looking statements contained in this Circular or the documents incorporated by reference herein are made as of the date hereof and Intrepid disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, results or otherwise.

INFORMATION CONTAINED IN THIS CIRCULAR

The information contained in this Circular is given as of January 24, 2008 (the “Circular Date” ), except where otherwise noted. No person has been authorized to give any information or to make any representations in connection with the Arrangement and the other matters discussed in this Circular other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by Intrepid or Emperor.

The information concerning Emperor and the intentions, views and opinions of Emperor and its directors contained in this Circular has been prepared by Emperor and its directors and is the responsibility of Emperor and the persons named herein. Emperor has been responsible for preparing the information regarding Emperor, where expressly stated in this Circular, under the heading “Information Concerning Emperor Mines Limited“, under the heading “Information Concerning the Reporting Issuer” as it relates to Emperor and under the heading “Risk Factors” as it relates to risks associated with the business of Emperor ( “Emperor Information” ). Intrepid and the Board of Directors and officers do not assume any responsibility for the accuracy and completeness of the Emperor Information.

Intrepid has been solely responsible for the preparation of all information other than the Emperor Information and Emperor, its Board of Directors and officers do not assume any responsibility for the accuracy or completeness of the information other than the Emperor Information.

This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.

Page 8 | Information Contained in this Circular

SUMMARY OF INFORMATION CIRCULAR

This summary is qualified in its entirety by the more detailed information appearing elsewhere in this Circular and the MID which is incorporated herein and forms part of this Circular. Capitalized terms used in this summary and elsewhere in this Circular and not otherwise defined are defined in the “Glossary of Terms” which follows this summary.

The Meeting

The Meeting will be held at the offices of Gardiner Roberts LLP, Suite 3100, Scotia Plaza, 40 King Street West, Toronto, Ontario on Monday, the 3[rd] day of March, 2008 at 9:45 am (Toronto time).

At the Meeting, Shareholders will be asked to consider, and if thought fit, approve the Arrangement. Shareholders will also be asked to ratify certain issuances of securities that have been effected since the Annual General Meeting of shareholders held on May 29, 2007 to re-establish the ability of the Corporation to issue Ordinary Shares representing up to 15% of the Corporation’s outstanding capital for future private placements and to approve an increase to the maximum amount of compensation payable annually to the Corporation’s non-executive directors.

The Board of Directors has unanimously approved the Arrangement and determined that the Arrangement is in the best interests of Intrepid and the Shareholders and is fair to the Shareholders and recommends that all Shareholders vote FOR and in favour of the resolution approving the Arrangement. See “Matters to be Acted Upon - The Arrangement – Recommendation of the Board of Directors” on page 26 of the Circular.

On the completion of the Arrangement David Mosher, David Davidson and Brett Lambert will resign as directors of Intrepid and Brad Gordon, Ian McMaster and Robert McDonald will be appointed as directors of Intrepid so that following the completion of the Arrangement, the board of directors of Intrepid will consist of Colin Jackson, Kevin Dundo, Laurence Curtis, Brad Gordon, Ian McMaster and Robert McDonald. However, if the Arrangement is not completed, it is expected that the Board of Directors will remain unaltered.

The Arrangement

Objective

The Arrangement will be undertaken between Emperor and the Emperor Shareholders by way of a Scheme of Arrangement under the Corporations Act pursuant to which all Emperor Shareholders will become Intrepid Shareholders and Intrepid will acquire all of the issued and outstanding Emperor Shares. As a condition of the completion of the Arrangement, Intrepid is also required to acquire or agree to acquire all of the Emperor Options other than the Emperor Cash Options in consideration for the issuance of the Intrepid Arrangement Options and to acquire or agree to acquire the Emperor Cash Options for the aggregate sum of A$89,826. The objective of the Arrangement is to facilitate a business combination of Intrepid and Emperor. On the completion of the Arrangement Emperor will be a wholly-owned subsidiary of Intrepid. Pursuant to the Scheme of Arrangement, the shareholders of Emperor are also required to approve the Arrangement. A meeting of the shareholders of Emperor will be held on February 28, 2008 for this purpose. The Brisbane Registry of the Federal Court of Australia is also required to approve the Arrangement. The First Court Date was held on December 19, 2007 at which time Emperor obtained the Interim Order for Emperor to convene the Scheme Meeting. The Second Court Date is expected to be on March 10, 2008. Intrepid has applied to the Toronto Stock Exchange for approval to list all of the Acquisition Shares required to effect the Arrangement and the Ordinary Shares issuable on the exercise of the Intrepid Arrangement Options. On January 18, 2008, the Toronto Stock Exchange granted conditional approval for the listing of the Acquisition Shares pursuant to the Arrangement subject to Intrepid obtaining shareholder approval to the Arrangement and submission of final documents. No approval is required to be obtained from ASX or any other regulatory authority in Australia. Once the Acquisition Shares have been issued and the Corporation has advised ASX as such in accordance with the listing rules of ASX, the Acquisition Shares will be listed on ASX. It is anticipated that the combined entity will be a balanced and well funded international gold producer, developer and explorer with an experienced management team capable of continuing operations at the Paulsens Gold Mine in Western Australia, developing the Casposo Project in Argentina and exploring the combined entity's suite of exploration properties in Argentina, Australia, El Salvador, Indonesia, Mexico and Papua New Guinea as well as the ability to seek out additional exploration properties and corporate opportunities throughout the world. Management of both Intrepid and Emperor anticipate that the combined entity will have a stronger balance sheet and a suite of exploration growth opportunities which will provide a stronger platform for future expansion.

Shareholders entitled to Vote on the Arrangement

Each holder of Ordinary Shares and Exchangeable Shares at the Record Date is entitled to attend the Meeting in person or by proxy, and in the case of a holder of Ordinary Shares, to cast one vote for each Ordinary Share held on the Record Date and, in the case of a holder of Exchangeable Shares, to direct the Trustee to cast one vote for each Exchangeable Share held on the Record Date. At the Circular Date, the total of number of votes entitled to be cast in respect of the Arrangement is 181,783,419.

Summary of Information Circular | Page 9

Vote Required

The Arrangement must be approved by at least 50% plus one (1) vote of the votes cast by Shareholders present in person or by proxy and entitled to vote at the Meeting, voting as a single class.

To the knowledge of the directors and officers of Intrepid, on the Circular Date no Person beneficially owned or controlled, directly or indirectly, or exercised control or discretion over more than 10% of the Shares issued and outstanding on the Circular Date. As of the Circular Date, the directors and officers of Intrepid as a group beneficially owned or had voting control or direction over 1,270,918 Ordinary Shares and 1,237,589 Exchangeable Shares for a total of 2,508,507 Shares representing 1.38% of the securities eligible to vote on the Arrangement Resolution.

Terms of the Arrangement

Upon satisfaction of all the conditions of the Arrangement including the approval of the implementation of the Arrangement by a statutory majority of the shareholders of Emperor at the Scheme Meeting (being a majority in number of holders of Emperor Shares present and voting (either in person or by proxy, attorney or representative) and 75% of the Emperor Shares voted on the resolution (the “Emperor Approval Threshold”) ) and a majority of the votes cast by the Shareholders at the Meeting, Emperor obtaining the Final Court Order, Emperor having Net Cash (plus any sum advanced by Emperor to Intrepid, any sum expended in respect of Tujuh Bukit or any other expenditure approved by Intrepid in writing after the date of the MID) in accordance with the MID of at least A$54 million on the last business day prior to the Second Court Date, Intrepid acquiring or agreeing to acquire the Emperor Options other than the Emperor Cash Options in consideration for the issuance of the Intrepid Arrangement Options and Intrepid acquiring or agreeing to acquire the Emperor Cash Options in consideration for A$89,826 and all other required approvals and consents under the terms of the MID, on the Arrangement Effective Date Intrepid will acquire the outstanding Emperor Shares by issuing one Ordinary Share for every 4.25 Emperor Shares outstanding. Fractional Ordinary Shares will be rounded up or down to the nearest whole Ordinary Share (and will be rounded up if the fractional entitlement is one-half.

See “Matters to be Acted Upon – the Arrangement – Details of the Arrangement” on pages 25 of the Circular.

The Exchange Ratio of Ordinary Shares for Emperor Shares represented on September 18, 2007 (being the date of execution of the MID) an effective price of C$0.245 per Ordinary Share. The closing price on the TSX on September 18, 2007 for the Ordinary Shares was C$0.25 per Ordinary Share and the 20 day volume weighted average price ending September 18, 2007 of the Ordinary Shares on the TSX was C$0.239. The closing price of the Emperor Shares on the ASX on September 18, 2007 was A$0.067 and the 20 day volume weighted average price ending September 18, 2007 on the ASX was A$0.069.

Upon completion of the Arrangement, based on the issued capital of Emperor and Intrepid as at the Circular Date, the current holders of the Shares will hold approximately 42.48% of the issued and outstanding Shares of Intrepid.

Emperor Mines Limited

Emperor is a company formed under the laws of Australia whose ordinary shares are currently listed on the Australian Securities Exchange under the symbol “EMP”. Emperor, through its wholly owned subsidiary Tolukuma Gold Mines Limited ( ‘TGM’ , incorporated in Papua New Guinea), is currently the 100% owner of the Tolukuma Gold Mine in Papua New Guinea. Emperor has announced its intention to dispose of the Tolukuma Gold Mine and has agreed with Intrepid in the MID to take all steps reasonably necessary to sell Tolukuma prior to the implementation of the Arrangement. If an agreement for the sale of the Tolukuma Gold Mine is entered into prior to the completion of the Arrangement, Intrepid must agree to the terms of the sale, acting reasonably and in good faith. If Emperor enters into a binding agreement to dispose of the Tolukuma Gold Mine prior to the Second Court Date, unconditionally (other than obtaining third party regulatory consents) completes such sale prior to the Arrangement Effective Date and unconditionally completes the sale before March 31, 2008 the net proceeds of such sale will be for the sole benefit of the holders of the Emperor Shares and otherwise, such proceeds will be for the benefit of the Resulting Issuer. Emperor is also the holder of five exploration tenements in Papua New Guinea and in August of 2007 entered into an agreement to acquire up to a 70% interest in the Tujuh Bukit property, a 116 km[2] property located in Java, Indonesia.

Under the terms of the MID, Emperor is required to have Net Cash (plus any sum advanced by Emperor to Intrepid, any sum expended in respect of Tujuh Bukit or any other expenditure approved by Intrepid in writing after the date of the MID) in accordance with the MID of at least A$54 million as of the last Business Day prior to the Second Court Date. As of the Circular Date, the Board of Directors are of the view that the Net Cash Condition Precedent may not be met unless the sale of the Tolukuma Gold Mine is completed prior to the Second Court Date. If this condition precedent is not met, the Board of Directors may decide not to proceed with the Arrangement, even if Shareholders have voted in favour of the Arrangement Resolution at the Meeting. However, the Board of Directors has the discretion to seek to establish suitable offsetting factors to waive the Net Cash Condition Precedent. See “Information Concerning Emperor Mines Limited” starting on page 53 of the Circular.

The Resulting Issuer

Following the completion of the Arrangement, Intrepid Mines Limited will be the surviving entity (the " Resulting Issuer ") and it will continue to be listed on the ASX and the TSX. The Resulting Issuer will have its head office in Brisbane, Australia with a

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capital markets and Americas’ exploration office in Toronto, Canada. The board of directors will initially consist of six (6) directors, three (3) of whom are to be nominees of Intrepid and three (3) of whom are to be nominees of Emperor. The proposed directors of the Resulting Issuer are as follows: Colin Jackson, Kevin Dundo and Laurence Curtis of Intrepid, and Brad Gordon, Ian McMaster and Robert McDonald of Emperor with Colin Jackson continuing as Chairman. In addition, Brad Gordon, the current Chief Executive Officer of Emperor will be appointed Chief Executive Officer of Intrepid while Laurence Curtis, the President and Chief Executive Officer of Intrepid will continue on as President (for the near term) and thereafter as a non-executive Director. With the relocation of the Intrepid Australian office from Perth to Brisbane, Brendan Gill, the Chief Financial Officer of Emperor will be appointed as Chief Financial Officer of Intrepid. Intrepid management will continue to include William McGuinty, as Vice-President Americas’ Exploration, Ann Candelario, as Vice President Investor Relations, Donna McLean, as Treasurer, and Kathleen Skerrett, as Canadian Corporate Secretary. General Manager of Operations Rod Jacobs will continue in that role but his service contract may be affected if the proposed closure of the Perth office proceeds. Intrepid expects to welcome Emperor executives Malcolm Norris as Executive General Manager Exploration & New Business, Frazer Bourchier as Vice-President Operations and Corporate Development Americas and Vanessa Chidrawi, as General Counsel and Company Secretary.

The Resulting Issuer is expected to expand its exploration focus to include Indonesia and Papua New Guinea, as well as Argentina, Australia, Canada, El Salvador and Mexico, while proceeding with the development of the Casposo Project in Argentina and continuing to operate the Paulsens Gold Mine in Western Australia.

Approval and Recommendation by the Board of Directors

The Board of Directors unanimously approved the Arrangement by resolution dated September 17, 2007 and unanimously approved the distribution of the Meeting Materials to Shareholders by resolution immediately prior to the Circular Date.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ARRANGEMENT AND DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF INTREPID AND ITS SHAREHOLDERS AND IS FAIR TO ALL SHAREHOLDERS AND RECOMMENDS THAT ALL SHAREHOLDERS VOTE FOR AND IN FAVOUR OF THE ARRANGEMENT.

The decision of the Board of Directors to approve the Arrangement for submission to Shareholders was reached after consideration of numerous factors including:

(a) Emperor’s cash position will assist Intrepid to reduce its existing debt burden and immediately pursue the development of the Casposo Project and the exploration of the Corporation’s suite of exploration properties;
(b) Emperor has an experienced management team that will complement the Corporation’s existing management team; (c) the Arrangement will enable Shareholders to benefit from well-funded, aggressive exploration of its existing exploration and development projects and the exploration opportunities Emperor holds in PNG and Indonesia;
(d) current industry, economic and market conditions and trends;
(e) historical market prices and trading patterns for both the Shares and the Emperor Shares;
(f) information regarding the business, operations, property, assets, financial performance and condition, operating results and prospects of Emperor and Intrepid;
(g) the likelihood the Arrangement would be completed; and
(h) the terms of the MID, including the ability of Intrepid to terminate the Arrangement in certain circumstances.

See “Matters To Be Acted Upon - The Arrangement – Recommendation of the Board of Directors” on page 26 of the Circular.

The Merger Implementation Deed

Intrepid and Emperor entered into the MID on September 18, 2007, as subsequently amended on December 5, 2007 which sets out the terms and conditions for the completion of the Arrangement. A copy of the MID, as amended, is appended to this Circular as Schedule “A”. See “The Merger Implementation Deed” commencing on page 11 of the Circular. The following is a summary of the principal terms of the MID:

Pre-Conditions

The obligation of each of Intrepid and Emperor to complete the Arrangement is subject to a number of conditions including satisfaction of standard mutual conditions and several conditions for a transaction of this nature. Among these mutual conditions is the receipt of all necessary security holder and regulatory approvals as well as the receipt of the Final Court Order in Australia. In addition, Emperor is required to have Net Cash (plus any sum advanced by Emperor to Intrepid, any sum expended in respect of Tujuh Bukit or any other expenditure approved by Intrepid in writing after the date of the MID) in accordance with the MID of at least A$54 million on the last business day prior to the Second Court Date (the “Net Cash Condition Precedent”) .

The MID provides that if any condition to the completion of the Arrangement, other than certain conditions such as the approval of the Emperor Shareholders and obtaining the Final Court Order which may not be waived, is not satisfied or waived by the party entitled to the benefit thereof, then the party entitled to the benefit of that condition may terminate the MID by

Summary of Information Circular | Page 11

giving notice in writing, subject to an obligation by the parties to consult in good faith to determine an alternative method to complete the Arrangement. See “The Merger Implementation Deed – Conditions Precedent to the Arrangement”.

As of the Circular Date, the Board of Directors are of the view that the Net Cash Condition Precedent may not be met unless the sale of the Tolukuma Gold Mine is completed prior to the Second Court Date. If the Net Cash Condition Precedent is not met, the Board of Directors may decide that Intrepid will not proceed with the Arrangement, even if Shareholders vote in favour of the Transaction at the Meeting. However, the Board of Directors also has discretion to seek to establish suitable offsetting factors to waive the Net Cash Condition Precedent.

Covenants Regarding Non-Solicitation

Pursuant to the terms of the MID, each of Intrepid and Emperor have agreed that they will not, and they will not authorize or permit any of their respective directors, officers, employees, agents, or advisors (including without limitation lawyers, accountants, consultants, bankers, financial advisors and any representatives of those advisors) to directly or indirectly solicit, initiate or facilitate discussions or negotiations with respect to obtaining a proposal for a Competing Transaction to the Arrangement. A Competing Transaction includes any transaction that would result in a third party acquiring all or a substantial part of the assets of either Intrepid or Emperor or acquiring at least 19.9% of the voting securities of either Intrepid or Emperor as applicable. A Competing Transaction also includes any business combination with a third party. Each of Intrepid and Emperor have also agreed not to endorse any Competing Transaction or enter into or participate in any discussions or negotiations regarding any such proposal, or furnish to any other person any information with respect to the business, properties, operations, prospects or conditions (financial or otherwise) of either Intrepid or Emperor in connection with any such proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing unless such Competing Transaction represents a Superior Proposal. If a Competing Transaction is deemed to be a Superior Proposal, the other party will be provided with an opportunity to respond to the Superior Proposal before the MID can be terminated.

Additional Required Approvals

Emperor Shareholder Approval

The Arrangement requires the approval by a statutory majority (being the Emperor Approval Threshold) of the shareholders of Emperor at the Scheme Meeting.

Court Approval

The Arrangement requires Court approval under the Corporations Act. On November 28, 2007, Emperor applied to the Court with respect to the Arrangement. The First Court Date was December 19, 2007 at which time Emperor obtained the Interim Order permitting it to mail the Scheme Booklet to the Emperor Shareholders and convene the Scheme Meeting. Emperor will seek the Final Order from the Court following the Meeting and the Scheme Meeting. The Second Court Date is currently scheduled for March 10, 2008. See “Matters To Be Acted Upon - The Arrangement – Court and Regulatory Approval of Arrangement” on page 27 of the Circular.

Regulatory Approval and Listing on the TSX and ASX

The Arrangement is subject to the prior approval of TSX and any other applicable regulatory authorities.

The Ordinary Shares currently trade on the TSX and ASX under the symbol “IAU” and the Exchangeable Shares currently trade on the TSX under the symbol “IXN”. Following the completion of the Arrangement the Ordinary Shares and Exchangeable Shares will continue to trade on their existing markets.

The Corporation applied to the TSX to list the Acquisition Shares to be issued to acquire the Emperor Shares and the Ordinary Shares issuable on the exercise of the Intrepid Arrangement Options. On January 18, 2008, the TSX conditionally approved the listing of the Arrangement Shares pursuant to the Arrangement subject to the approval of the Shareholders to the Arrangement and the submission of final documentation.

The Corporation is also required to make certain filings with the ASX for the Acquisition Shares to be issued on the completion of the Arrangement and on the Intrepid Shares to be issued on the exercise of the Intrepid Arrangement Options in order for these securities to be listed on ASX.

The Emperor Shares will be de-listed from the ASX on the completion of the Arrangement.

Voting by Proxy

Shareholders who are unable to attend the Meeting in person may sign, date and return the applicable accompanying Proxy (for holders of Ordinary Shares) or Voting Direction Form (for holders of Exchangeable Shares)( collectively, the Voting Forms”) . The persons named in the Voting Forms are directors and/or officers of Intrepid. A Shareholder has the right to appoint another person other than the persons named on the enclosed Voting Forms to attend and act on behalf of the Shareholder at the Meeting. To exercise this right, a Shareholder should insert the name of its nominee in the blank space provided on the applicable Voting Form. A person appointed as proxy holder need not be a

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Shareholder of Intrepid. If you are not a registered Shareholder, please see “General Information For the Meeting – Advice to Beneficial Shareholders” on page 22 of the Circular for advice on voting your Shares.

A Voting Form will only be valid if it is duly completed and signed and then deposited with one of the transfer agents of the Corporation being, (i) Equity Transfer & Trust Company, 200 University Avenue, Suite 400, Toronto, Ontario, M5M 4H1 by no later than 9:45 am (Toronto time) on March 1, 2008 or (ii) Advanced Share Registry Services, P.O. Box 1156, Nedlands, Western Australia 6909 by no later than 11:45 pm (Perth time) on March 1, 2008. See “General Information for the Meeting” on page 20 of the Circular.

Risk Factors

Shareholders should consider a number of risk factors when evaluating the Arrangement. Those risk factors include certain risks related to the business of each of Intrepid and Emperor, which are disclosed in greater detail herein. See “Risk Factors – Risks Associated with the Business of the Resulting Issuer” on pages 93 of the Circular.

Summary of Information Circular | Page 13

GLOSSARY OF TERMS

The following is a glossary of terms used frequently throughout this Circular and the summary hereof.

Acquisition Shares	Ordinary Shares to be issued to the holders of the Emperor Shares on the completion of the Arrangement
AIF	The Annual Information Form of the Corporation for the period ended December 31, 2006 dated March 30, 2007
Arrangement	The proposed Scheme of Arrangement under the Corporations Act, between Emperor and the shareholders of Emperor on the terms and conditions set out in the MID whereby Intrepid will acquire all of the issued and outstanding Emperor Shares and Emperor Options as described under the heading “The Arrangement – Details of the Arrangement”
Arrangement Effective Date	The date the Arrangement becomes effective under the Corporations Act, being the date upon which an office copy of the Final Order is lodged with ASIC
Arrangement Effective Time	12:01 am. (Brisbane time) on the Arrangement Effective Date
ASIC	Australian Securities & Investments Commission
ASX	Australian Securities Exchange
Beneficial Shareholder	A Shareholder holding its Ordinary Shares or Exchangeable Shares through an Intermediary, or otherwise not in its own name
Board of Directors	The board of directors of Intrepid
Business Day	Any day other than a Saturday, Sunday or holiday in the jurisdiction in which the obligation is to be performed or the notice is to be received
Casposo Project	The 45km2mining lease located in San Juan Province, Argentina which includes the Kamila open pit gold and silver resource and reserve
CHESS	The Clearing House Electronic Sub-Register System, the clearing, registration and settlement process conducted on the ASX
Circular	This Management Information Circular as it may be amended from time to time
Circular Date	January 24, 2008 (Toronto time) for the purposes of the information contained in this Circular
Commissions	The securities commissions in each of the Jurisdictions other than Australia
Competing Transaction	Has the meaning ascribed to it in section 1.1 of the MID
Corporation	Intrepid Mines Limited ACN 060 156 452
Corporations Act	The Corporations Act (Cth) 2001 of Australia
Court	The Brisbane Registry of the Federal Court of Australia
Emperor	Emperor Mines Limited ACN 007 508 787
Emperor Approval Threshold	A majority in number of the holders of the Emperor Shares present and voting (either in person or by proxy, attorney or representative) and 75% of the Emperor Shares voted on the resolution approving the Scheme of Arrangement at the Scheme Meeting
Emperor Board	The board of directors of Emperor

Page 14 | Glossary of Terms

Emperor Cash Options	The 1,050,000 options to acquire Emperor Shares exercisable at A$0.36 per share until January 2, 2012, the 3,430,900 options to acquire Emperor Shares exercisable at A$0.36 per share until May 8, 2011 and the 400,000 options to acquire Emperor Shares exercisable at A$0.58 per share until December 2, 2009 to be acquired by Intrepid for an aggregate sum of A$89,826 in cash
Emperor Options	The 3,750,000 options to acquire Emperor Shares exercisable at A$0.08 per share until January 2, 2012 to be acquired by Intrepid in consideration for the issuance of the Intrepid Arrangement Options and the Emperor Cash Options
Emperor Prescribed Occurrence	Has the meaning ascribed to it in Section 1.1 of the MID
Emperor Shareholders	Holders of the Emperor Shares
Emperor Shares	The ordinary shares in the capital of Emperor
Emperor Subsidiaries	DRD (Isle of Man) Limited, Sovereign Company Limited, Tolukuma Gold Mines Limited, DRD (Porgera) Limited, Fortis Limited, DRD Australasia Services Company Pty Limited and Mountain Exploration Corporation Limited
Exchange Ratio	One Ordinary Share for every 4.25 Emperor Shares outstanding
Exchangeable Shares	The exchangeable shares in the capital of INEC
Exploration KP	The mining permit comprising Tujuh Bukit
Final Order	The final order of the Court approving the Arrangement
First Court Date	December 19, 2007
GAAP	Generally accepted accounting principles
Governmental Authority	Has the meaning ascribed thereto in section 1.1 of the MID
g/t	Grams per tonne
IFRS	International Reporting Financial Standards which are the accounting standards applied to the financial statements of both Intrepid and Emperor
IMC	Intrepid Minerals Corporation, an indirect wholly-owned subsidiary of Intrepid incorporated under the Canada Business Corporations Act
IMC Transaction	The transaction pursuant to which Intrepid acquired all of the issued and outstanding securities of IMC completed on July 4, 2006
INEC	Intrepid NuStar Exchange Corporation, an indirect wholly-owned subsidiary of Intrepid incorporated under the Canada Business Corporations Act
Indicated Mineral Resource(1)	That part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed
Inferred Mineral Resource(1)	That part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes
Interim Order	The interim order of the Court dated December 19, 2007, providing, among other things, for the calling and holding of the Scheme Meeting and the mailing of the Scheme Booklet

Glossary of Terms | Page 15

Intermediary	A bank, trust company, securities dealer or broker and a trustee or administrator of a self-administered registered savings plan, registered retirement income fund, registered education savings plan and similar plans
Intrepid or Corporation	Intrepid Mines Limited ACN 060 156 452
Intrepid Arrangement Options	The 882,353 Intrepid Options exercisable at A$0.34 per share until January 2, 2012 to be issued to acquire the Emperor Options other than the Emperor Cash Options (all of which Intrepid Arrangement Options are to be issued under the Intrepid Share Option Scheme other than the 235,294 Intrepid Arrangement Options to be issued to Mr Brad Gordon which are issued on substantially the same terms as, but not formally under, the Intrepid Share Option Scheme)
Intrepid Options	Options to acquire Ordinary Shares
Intrepid Prescribed Occurrence	Has the meaning ascribed to it in Section 1.1 of the MID
Intrepid Principal Subsidiaries	NuStar Mining Corporation Pty Ltd, 6554636 Canada Ltd, INEC, IMC, Triada S.A. de C.V., San Cristobal Gold and Intrepid Mines Mexico
JORC	Australasian Joint Ore Reserves Committee
JORC Code	Code for Reporting Minerals Resources and Ore Reserves established by JORC
Jurisdictions	Alberta, British Columbia, Manitoba, Nova Scotia, Ontario and Australia
Listing Rules	The listing rules of the ASX and the TSX
Management	The executive officers of Intrepid
Material Adverse Change	A material adverse change of at least A$5 million in the assets, liabilities, cash position, financial or trading position or profitability of a Party
Measured Mineral Resource(1)	That part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, working and drill holes that are spaced closely enough to confirm both geological and grade continuity
Meeting	The special meeting of Shareholders to be held on March 3, 2008 (at 9:45 am Toronto time/11:45 pm Perth time) to approve, among other things, the Arrangement, and any adjournment or postponement thereof
Meeting Materials	The Notice of Special Meeting, this Circular, the Voting Forms and other related materials
MID	The Merger Implementation Deed dated September 18, 2007 as amended on December 5, 2007 between Intrepid and Emperor with respect to the Arrangement, a copy of which is attached as Schedule “A” to this Circular, as may be amended from time to time
Mineral Reserve(1)	The economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined

Page 16 | Glossary of Terms

Mineral Resource(1)	A concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge
Named Executive Officer	Has the meaning ascribed to it in Form 51-102F6 to National Instrument 51-102 – Continuous Disclosure Obligations
Net Cash	The difference between (i) the sum of the cash (not including any restricted cash or cash received, if applicable, as consideration for the sale of Tolukuma), short term investments (not including, if applicable, the value of any securities issued, transferred or to be issued or transferred to Emperor as consideration for the sale of Tolukuma) and short term accounts receivable (excluding any associated with Tolukuma), and (ii) the sum of bank indebtedness, current liabilities (excluding up to A$ 4 million of any current liabilities associated with Tolukuma), in each case as determined in accordance with IFRS, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications that were used in preparing the most recent audited financial statements for Emperor attached hereto as Schedule “B”
Net Cash Condition Precedent	The condition precedent for the benefit of Intrepid that, as at the Business Day prior to the Second Court Date, the actual Net Cash position of Emperor (plus any sum advanced by Emperor to Intrepid, any sum expended in respect of Tujuh Bukit or any other expenditure approved by Intrepid in writing after the date of the MID) must be no less than A$54 million
NI 43-101	National Instrument 43-101 – Standards for Disclosure for Mineral Projects
Notice of Special Meeting	The notice of special meeting of Shareholders dated January 24, 2008
Ordinary Resolution	Resolution approved by a simple majority of votes cast at the Meeting
Ordinary Shares	The ordinary shares in the capital of Intrepid
Ore Reserve(1)	The economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves
Parties	Intrepid (including the Intrepid Principal Subsidiaries) and Emperor (including the Emperor Subsidiaries)
Paulsens Gold Mine	The 100% interest in the Paulsens high-grade 250,000 tonne per annum underground gold mine located in the Ashburton Region of Western Australia contained in Mining Leases M08/99 and M08/196
Person	Any individual, body corporate, partnership, joint venture, limited liability company, trust, unincorporated organization, governmental state or agency or political subdivision thereof or other entity recognized by law
PNG	Papua New Guinea
Probable Mineral Reserve(1)	The economically mineable part of an Indicated Mineral Resource, and in some circumstances, a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified

Glossary of Terms | Page 17

Probable Ore Reserve(1)	The economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors These assessments demonstrate at the time of reporting that extraction could reasonably be justified
Proved Ore Reserve(1)	The economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified
Proven Mineral Reserve(1)	The economically mineable part of a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified
Proxy	The form of proxy direction to be used by holders of Ordinary Shares to vote their Shares at the Meeting
Qualified Person	A qualified person as defined under NI-43-101
RC	Reverse Circulation
Record Date	March 1, 2008 (9:45 am Toronto time/11:45 pm Perth time)
ResEval	Resource Evaluation Pty Limited
Resulting Issuer	Intrepid Mines Limited, following the completion of the Arrangement
Scheme of Arrangement	The form of scheme of arrangement pursuant to Part 5.1 of the Corporations Act pursuant to which the Arrangement will occur
Scheme Booklet	The disclosure document delivered to the holders of the Emperor Shares containing the information required by the Corporations Act, and as approved for dispatch by the Interim Order, in order for Emperor Shareholders to approve the Arrangement at the Scheme Meeting
Scheme Meeting	The meeting of the holders of the Emperor Shares to approve the Arrangement to be held on February 28, 2008
Second Court Date	The date on which Emperor will seek the Final Order from the Court, currently expected to occur on March 10, 2008
Share Option Scheme	The Intrepid Employee Incentive Stock Option Scheme
Shareholder	A holder of Ordinary Shares or Exchangeable Shares
Shares	Ordinary Shares and Exchangeable Shares
Special Voting Share	The one issued share in the class of special voting shares of Intrepid which entitles the holder of record to a number of votes at meetings of holders of Ordinary Shares equal to the number of Exchangeable Shares outstanding from time to time (other than Exchangeable Shares held by Intrepid and its subsidiaries), which share is voted by, the Trustee in accordance with the VETA
Superior Proposal	Has the meaning ascribed to it in section 1.1 of the MID
TGM	Tolukuma Gold Mines Limited, incorporated in PNG and being a subsidiary of Emperor

Page 18 | Glossary of Terms

Tolukuma Exploration Tenements	The five exploration tenements in Papua New Guinea comprising the Tolukuma Regional Project, the Ipi River Project, and the Aikora Project as more particularly described under the heading “Information Concerning Emperor Mines Limited – Narrative Description of the Business to be Retained by Emperor Following a Sale of the Tolukuma Gold Mine”
Tolukuma Gold Mine	The 100% interest in the Tolukuma Gold Mine located in Papua New Guinea comprised of mining lease 104 and 6 exploration licenses owned by TGM
Transaction	The transactions contemplated by the MID, whereby, among other things, Intrepid becomes the sole beneficial owner of the Emperor Shares outstanding after giving effect to the Arrangement
Transfer Agents	Equity Transfer & Trust Company in Canada and Advanced Share Registry Services in Australia
Trustee	Equity Transfer & Trust Company
TSX	Toronto Stock Exchange
Tujuh Bukit	116 km2property located in Java Indonesia in relation to which Emperor has entered into an alliance agreement granting Emperor an option to earn up to a 70% interest in the property
VETA	The voting and exchange trust agreement between Intrepid INEC and the Trustee governing the ability of the Trustee to vote the Special Voting Share on behalf of the holders of the Exchangeable Shares
Voting Direction Form	The form of voting direction to be used by holders of Exchangeable Shares to vote their Shares at the Meeting
Voting Forms	The Proxy and the Voting Direction Form
1933 Act	The United States Securities Act of 1933, as amended
1934 Act	The United States Securities Exchange Act of 1934, as amended
2007 Management Circular	Management Information Circular dated April 26, 2007 for the Annual Meeting of Shareholders held on May 29, 2007

(1) The definitions provided in this Glossary are taken from the CIM Definition Standards for Mineral Resources and Mineral Reserves prepared by the CIM Standing Committee on Reserve Definitions. References to Ore Reserves and Mineral Reserves in this document reflect the Standards and Guidelines, (Joint Ore Reserves Committee, Australia and Canadian Institute of Mining and Metallurgy respectively) under which they were estimated. The definitions are considered interchangeable for the descriptions of the deposits described in the Circular.

Glossary of Terms | Page 19

GENERAL INFORMATION FOR THE MEETING

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the Management of Intrepid for use at the Special Meeting of Shareholders to be held at the offices of Gardiner Roberts LLP, Suite 3100, Scotia Plaza, 40 King Street West, Toronto, Ontario at 9:45 am (Toronto time), on Monday, March 3, 2008 for the purposes set out in the accompanying Notice of Special Meeting.

The Corporation currently has outstanding one class of ordinary shares ( the ‘Ordinary Shares’ ). In addition, the Corporation also has outstanding one special voting share ( the ‘Special Voting Share’ ) , through which the holders of the exchangeable shares ( the ‘Exchangeable Shares’ ) of Intrepid NuStar Exchange Corporation ( ‘INEC’ ), an indirect wholly owned subsidiary of the Corporation, may exercise voting rights with respect to the Corporation. The Exchangeable Shares were issued in conjunction with the July 4, 2006 merger of the Corporation with Intrepid Minerals Corporation ( ‘IMC’ ) ( the ‘IMC Transaction’ ). Certain former holders of common shares of IMC had the right to elect to receive Exchangeable Shares in lieu of Ordinary Shares. The Special Voting Share provides a mechanism for holders of Exchangeable Shares, which are intended to be substantially the economic equivalent of the Ordinary Shares, to vote with the holders of the Ordinary Shares. The Special Voting Share is entitled to one (1) vote for each Exchangeable Share outstanding not owned by the Corporation or its subsidiaries and generally is entitled to vote together with the Ordinary Shares on all matters on which the Ordinary Shares are entitled to vote. This structure provides voting rights to the holders of the Exchangeable Shares through the VETA as more particularly described below. The Trustee, being Equity Transfer & Trust Company, as the holder of the Special Voting Share has the right to cast a number of votes equal to the then outstanding Exchangeable Shares (excluding those held by the Corporation and its subsidiaries) but will only cast a number of votes equal to the number of Exchangeable Shares for which it has received voting instructions on Voting Direction Forms from the owners of record of those Exchangeable Shares (other than the Company and its subsidiaries), on the relevant record date.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally by the directors and/or officers of the Corporation at nominal cost. Arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Ordinary Shares and the Exchangeable Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation will be borne by the Corporation.

Unless otherwise specified, all information contained in this Circular is given as at January 24, 2008 ( the “Circular Date” ) .

INFORMATION FOR HOLDERS OF EXCHANGEABLE SHARES

Through a voting and exchange trust agreement dated July 4, 2006 ( the ‘VETA’ ) , Equity Transfer & Trust Company ( the ‘Trustee’ ) agreed to act as trustee with respect to the voting rights attached to the Special Voting Share. Pursuant to the VETA, holders of Exchangeable Shares are entitled to vote at meetings of holders of Ordinary Shares. The Exchangeable Shares (and ancillary rights thereto) also provide holders with dividend and other rights which are substantially the economic equivalent of the Ordinary Shares.

The Exchangeable Shares are non-voting (except as required by the provisions of the Exchangeable Shares or by applicable law) with respect to INEC. Therefore, this Circular relates solely to the Corporation. There will not be a separate special meeting for INEC. Holders of Exchangeable Shares will not receive notice of a special meeting of shareholders of INEC nor will they receive an information circular or proxy for a special meeting of the shareholders of INEC.

As the Exchangeable Shares are designed to be the economic equivalent of the Ordinary Shares and the value of the Exchangeable Shares, determined through dividend and dissolution entitlements and capital appreciation, is determined by reference to the consolidated financial performance and condition of the Corporation rather than INEC, information regarding INEC (except as expressly included in the Corporation’s public disclosure and financial disclosure) is not relevant to holders of Exchangeable Shares. Holders of Exchangeable Shares effectively have a participating right in the Corporation and not a participating right in INEC and it is therefore information relating to the Corporation that is directly relevant to the holders of Exchangeable Shares in connection with the matters to be transacted at the Meeting.

If you hold Exchangeable Shares, please see the section below entitled “Voting Instructions for Exchangeable Shares” below and the enclosed form of voting direction ( the ‘Voting Direction Form’ ) for details on how to vote.

APPOINTMENT AND REVOCATION OF PROXIES

An Ordinary Shareholder is entitled to attend and vote at the Meeting, or if unable to attend, may appoint a proxy to attend at the Meeting by using the enclosed Proxy.

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The person named, in default of another person being named by the holder, in the enclosed Proxy is the Chairman of the Meeting.

A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM AT THE MEETING, MAY DO SO BY INSERTING SUCH OTHER PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE ENCLOSED FORM OF PROXY AND DEPOSITING THE COMPLETED AND EXECUTED PROXY WITH ONE OF THE TRANSFER AGENTS OF THE CORPORATION BEING, (i) EQUITY TRANSFER & TRUST COMPANY, 200 UNIVERSITY AVENUE, SUITE 400, TORONTO, ONTARIO, M5M 4H1 BY NO LATER THAN 9:45 AM (TORONTO TIME) ON MARCH 1, 2008 OR (ii) ADVANCED SHARE REGISTRY SERVICES, P.O. BOX 1156, NEDLANDS, WESTERN AUSTRALIA 6909 BY NO LATER THAN 11:45 PM (PERTH TIME) ON MARCH 1, 2008.

A Proxy can be executed by the Shareholder or his attorney duly authorized in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

A Shareholder forwarding the enclosed Proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate box. If the Shareholder giving the Proxy wishes to confer discretionary authority with respect to any item of business, then the appropriate box (being “Proxy's Discretion” ) may be checked or the boxes opposite the item can be left blank, save that where a Shareholder appoints the Chairman of the Meeting as its proxy, but does not wish to direct the Chairman how to vote on an item of business, the Shareholder must check the box opposite that item which is headed ‘Proxy’s Discretion’. The Ordinary Shares represented by the Proxy submitted by a Shareholder will be voted in accordance with the directions, if any, given in the Proxy.

In addition to any other manner permitted by law, the Proxy may be revoked before it is exercised by instrument in writing executed and delivered in the same manner as the Proxy at any time up to and including 9:45 am (Toronto time) on March 1, 2008 or 11:45 pm (Perth time) on March 1, 2008 or delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting and upon either such occurrence, the proxy is revoked.

Please note that Shareholders who receive their Meeting Materials from Broadridge Investor Communications Solutions (Broadridge) must return the proxy forms, once voted to Broadridge for the proxy to be dealt with.

VOTING INSTRUCTIONS FOR EXCHANGEABLE SHARES

As discussed above, holders of Exchangeable Shares (other than the Corporation and its subsidiaries) are entitled to vote at meetings of holders of the Ordinary Shares through the VETA. If you are the registered holder of Exchangeable Shares you may provide voting instructions to Equity Transfer & Trust Company, as Trustee, by completing and returning the Voting Direction Form. The Trustee will vote your shares in accordance with your duly executed instructions received no later than 9:45 am Toronto time, on March 1, 2008. If you do not send instructions (and do not otherwise instruct the Trustee to appoint you as its proxy to attend the Meeting to vote in person to exercise your votes as discussed below), the Trustee will not be able to vote your Exchangeable Shares.

A HOLDER OF EXCHANGEABLE SHARES CAN DESIGNATE THE CHAIRMAN OF THE MEETING TO VOTE THE VOTING RIGHTS ASSOCIATED WITH ITS EXCHANGEABLE SHARES BY CHECKING THE APPROPRIATE BOX ON THE VOTING DIRECTION FORM. A HOLDER OF EXCHANGEABLE SHARES DESIRING TO APPOINT SOME PERSON OTHER THAN THE TRUSTEE OR CHAIRMAN OF THE MEETING (INCLUDING THE EXCHANGEABLE SHAREHOLDER ITSELF), WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM AT THE MEETING, MAY DO SO BY INSERTING SUCH OTHER PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE ENCLOSED VOTING DIRECTION FORM (INCLUDING THE NAME OF THE EXCHANGEABLE SHAREHOLDER ITSELF), AND DEPOSITING THE COMPLETED AND EXECUTED VOTING DIRECTION FORM WITH THE TRUSTEE, EQUITY TRANSFER & TRUST COMPANY, 200 UNIVERSITY AVENUE, SUITE 400, TORONTO, ONTARIO, M5M 4H1 BY NO LATER THAN 9:45 am (TORONTO TIME) ON MARCH 1, 2008.

A Voting Direction Form can be executed by the holder of Exchangeable Shares or his attorney duly authorized in writing, or, if the holder of Exchangeable Shares is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

A holder of Exchangeable Shares forwarding the enclosed Voting Direction Form may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate box. If the holder giving the Voting Direction Form wishes to confer discretionary authority with respect to any item of business, then the appropriate box may be checked or the boxes opposite the item can be left blank. The Exchangeable Shares represented by the Voting Direction Form submitted by a holder of Exchangeable Shares will be voted in accordance with the directions, if any, given in the Voting Direction Form.

In addition to any other manner permitted by law, the Voting Direction Form may be revoked before it is exercised by instrument in writing executed and delivered in the same manner as the Voting Direction Form at any time up to and including 9:45 am (Toronto time) on March 1, 2008 or delivered to the Chairman of the Meeting on the day of the Meeting

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or any adjournment thereof prior to the time of voting and upon either such occurrence, the Voting Direction Form is revoked.

A representative of Equity Transfer & Trust Company, as Trustee under the VETA, will be present at the Meeting to receive votes from registered holders of Exchangeable Shares that personally attend the Meeting and who have not otherwise voted as described herein.

DEPOSIT OF PROXY AND VOTING DIRECTION FORMS

By resolution of the Directors duly passed, ALL PROXY FORMS FROM ORDINARY SHAREHOLDERS TO BE USED AT THE MEETING MUST BE DEPOSITED NOT LATER THAN 11:45 PM (PERTH TIME) ON MARCH 1, 2008 OR 9:45 AM (TORONTO TIME) ON MARCH 1, 2008 OR ANY ADJOURNMENT THEREOF, WITH THE CORPORATION OR ITS TRANSFER AGENTS, EQUITY TRANSFER & TRUST COMPANY AND ADVANCED SHARE REGISTRY SERVICES.

By resolution of the Directors duly passed, ALL VOTING DIRECTION FORMS FROM EXCHANGEABLE SHAREHOLDERS TO BE USED AT THE MEETING MUST BE DEPOSITED NOT LATER THAN 9:45 AM (TORONTO TIME) ON MARCH 1, 2008 OR ANY ADJOURNMENT THEREOF, WITH THE CORPORATION OR INEC’S TRANSFER AGENT EQUITY TRANSFER & TRUST COMPANY.

ADVICE TO BENEFICIAL SHAREHOLDERS

Unless the Meeting Materials have been sent to you directly by Broadridge, even though you hold your Ordinary Shares or Exchangeable Shares through an intermediary, only registered shareholders of Ordinary Shares or the persons they appoint as their proxies and persons designated to vote the voting rights associated with the Exchangeable Shares under the Voting Direction Forms are permitted to vote at the Meeting. However, in many cases, Ordinary Shares or Exchangeable Shares owned by a person ( a ‘Beneficial Shareholder’ ) are registered either (a) in the name of an intermediary ( an ‘Intermediary’ ) that the Beneficial Shareholder deals with in respect of the Ordinary Shares or Exchangeable Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income plans, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (‘ CDS ’) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of this Circular and the accompanying Notice of Special Meeting together with the balance of the Meeting Materials to the clearing agencies and Intermediaries for onward distribution to Beneficial Shareholders. Intermediaries are required to forward the Meeting Materials to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Beneficial Shareholders. Generally, Beneficial Shareholders who have not waived the right to receive Meeting Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the Beneficial Shareholder but which is not otherwise completed. This form of proxy is not required to be signed by the nonregistered holder when submitting the proxy because the Intermediary has already signed the form of proxy. In this case, the Beneficial Shareholder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or
(b) be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the Beneficial Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a ‘Voting Instruction Form’) which the Intermediary must follow. Typically the Beneficial Shareholder will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the Beneficial Shareholder must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the Ordinary Shares or Exchangeable Shares they beneficially own. Should a Beneficial Shareholder, who receives either form of proxy, wish to vote at the Meeting in person, the Beneficial Shareholder should strike out the persons named in the form of proxy and insert the Beneficial Shareholder’s name in the blank space provided. Beneficial Shareholders should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

All references to Shareholders in this Circular and the accompanying instrument of proxy and Notice of Meeting are to Shareholders of record of Ordinary Shares and the Trustee as the shareholder of record of the Special Voting Share unless specifically stated otherwise.

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EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed Voting Forms for use at the Meeting will vote the Shares in respect of which they are appointed in accordance with the directions of the Shareholders appointing them. IN THE ABSENCE OF SUCH DIRECTIONS, SUCH SECURITIES SHALL BE VOTED "FOR":

(a) the approval of the Arrangement;
(b) ratification of the issue of 210,000 ordinary shares;
(c) ratification of the issue of 1,881,257 ordinary shares;
(d) ratification of the issue of 2,000,000 financing options in connection with the conversion of a convertible loan entered into with Claymore Capital Pty Ltd;
(e) increasing the maximum limit for total annual compensation that could be paid to non-executive directors for their ordinary services to A$750,000 per annum, in aggregate; and
(f) the transaction of such further or other business as may properly come before the said meeting or any adjournment or adjournments thereof.

ALL AS MORE PARTICULARLY DESCRIBED IN THIS CIRCULAR.

The enclosed Voting Forms confer discretionary authority upon the persons named therein with respect to any amendment, variation or other matter to come before the meeting other than the matters referred to in the Notice of Special Meeting. HOWEVER, IF ANY SUCH AMENDMENTS, VARIATIONS OR OTHER MATTERS WHICH ARE NOT NOW KNOWN TO THE MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED THEREON IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON OR PERSONS VOTING SUCH PROXIES.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As at the Circular Date, the Corporation has outstanding 166,361,766 Ordinary Shares, each of which carries one (1) vote, and also has outstanding one (1) Special Voting Share entitled to 15,421,653 votes. The Ordinary Shares are listed on the TSX and the ASX under the symbol “IAU”. The Exchangeable Shares are listed on the TSX under the symbol “IXN”. Each holder of Exchangeable Shares is entitled to one (1) vote for each Exchangeable Share held. As of the Circular Date there were 15,421,653 Exchangeable Shares outstanding not held by the Corporation and its subsidiaries. Therefore, as of the Circular Date, the total number of votes which may be cast at the Meeting is 181,783,419.

Holders of record of the Ordinary Shares on the Record Date will be entitled either to attend and vote at the Meeting in person securities held by them or, together with Exchangeable Shareholders, and provided a completed and executed Proxy or Voting Direction Form, as the case may be, shall have been delivered to the Corporation as described herein, to attend and vote thereat by proxy the securities held by them.

To the knowledge of the Board of Directors and Management, there are no parties who beneficially own, directly or indirectly, or exercise control or direction over Ordinary Shares and/or Exchangeable Shares entitled to more than 10% of the votes to be cast at the Meeting as of the Circular Date.

A simple majority of votes cast is required to approve all matters to be submitted to a vote of Shareholders (including the votes attached to the Special Voting Share) at the Meeting.

SHARE REGISTRIES

Intrepid is listed on both the ASX and the TSX and will continue to be listed on both exchanges following the completion of the Arrangement. Under the Listing Rules of the ASX, Intrepid is required to maintain two types of registers to record the ownership of its securities by securityholders. Entities listed on the ASX are not permitted to issue certificates for securities that are listed for trading on the ASX. Instead, listed securities are represented by a ‘paperless’ holding and can be maintained on either a CHESS register or an issuer sponsored register.

In a CHESS register, the securityholder has to be sponsored by a stock broker or a recognized trustee company through a formal sponsorship agreement. This then enables the securityholders to trade the securities through the sponsoring broker with greater efficiency and helps to reduce settlement costs and time. In an issuer sponsored register , the securityholder is sponsored by the listing entity itself. Shareholders who trade on the ASX are sponsored by the Corporation.

As a result, the Corporation maintains two sub-registers, one in Canada and one in Australia. Shareholders whose Ordinary Shares are registered on the Canadian sub-register and trading on TSX who wish to change registers and trade their Ordinary Shares on ASX, may contact the Australian Transfer Agent, Advanced Share Registry Services and request their holding to be transferred to the Australian register. Similarly, Shareholders whose Ordinary Shares are registered on the Australian sub-register and trading on ASX, may contact the Canadian Transfer Agent, Equity Transfer and Trust Company and request their holding to be transferred to the Canadian register.

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Transfers between registers will be completed within 2 business days (days on which both TSX and ASX are open for trading), thereby allowing Ordinary Shares registered on the Canadian sub-register to be available for delivery to settle trades completed on ASX and similarly allowing Ordinary Shares registered on the Australian register to be available for delivery to settle trades completed on TSX. Both TSX and ASX currently require settlement of trades on a T+3 basis.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Circular, no person who has been a director or executive officer of Intrepid at any time since January 1, 2007 and their associates and affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any of the matters to be acted upon other than as Shareholders in respect of the Arrangement (which interest is the same as all other Shareholders).

MATTERS TO BE ACTED UPON

1. THE ARRANGEMENT

Purpose of the Arrangement

The purpose of the Arrangement is to facilitate the acquisition by Intrepid, by way of Scheme of Arrangement between Emperor and the Emperor Shareholders, of all of the issued and outstanding securities of Emperor. On the completion of the Arrangement, Emperor will become a wholly-owned subsidiary of Intrepid.

Intrepid continues to operate the Paulsens Gold Mine in Western Australia. In addition, in March of 2007 Intrepid received the feasibility study on the Casposo Project. Intrepid has received its Environmental Impact Statement for the Casposo Project and, subject to financing, is in a position to commence construction of a mine in 2008. Intrepid has also been active in the exploration of its mineral properties in Australia, Mexico and South America.

Emperor completed the sale of its 20% interest in the Porgera mine in Papua New Guinea to Barrick Gold Corporation on August 16, 2007 for total cash of US$255 million. On the completion of this transaction, Emperor paid off its debt of approximately US$130 million and completed a capital distribution to the Emperor Shareholders of A$0.05 per Emperor Share totalling approximately A$52,300,000. With the balance of the sale proceeds, Emperor has agreed in the MID that it will have Net Cash (plus any sum advanced by Emperor to Intrepid, any sum expended in respect of Tujuh Bukit or any other expenditure approved by Intrepid in writing after the date of the MID) of at least A$54 million immediately prior to the Second Court Date available for the use of the Resulting Issuer’s projects. The availability of this cash is a condition to the completion of the Arrangement. If the Net Cash Condition Precedent is not met to the satisfaction of Intrepid in accordance with the MID, the Board of Directors may decide not to proceed with the Arrangement even if Shareholders have voted in favour of the Arrangement. However, the Board of Directors also has discretion to seek to establish suitable offsetting factors to waive the Net Cash Condition Precedent. If the Arrangement is implemented, the availability of Emperor’s cash would significantly improve Intrepid’s ability to develop its assets, especially the construction of a mine at the Casposo Project and to accelerate exploration. The Net Cash available on the completion of the Arrangement can be significantly impacted by the sale of the Tolukuma Gold Mine as any such sale should reduce the liabilities of Emperor in connection with the Tolukuma Gold Mine with a corresponding increase in Net Cash to the extent that those liabilities are in excess of A$4,000,000 and should reduce the monthly cash outflows from Emperor. As of the Circular Date, the Board of Directors believes that the Net Cash Condition Precedent may not be met unless the sale of the Tolukuma Gold Mine is completed prior to the Second Court Date.

Emperor continues to operate its wholly-owned Tolukuma Gold Mine. As required by the MID, Emperor has announced its intention to dispose of the Tolukuma Mine and has agreed under the terms of the MID to take all reasonable steps to complete the sale of the Tolukuma Mine before the Second Court Date. If such an agreement is entered into prior to the Arrangement Effective Date, Intrepid must approve the terms of such sale, acting reasonably and in good faith. Emperor also holds the Tolukuma Exploration Tenements and, in August of 2007, entered into an alliance agreement to acquire up to a 70% interest in the Tujuh Bukit Property in Java, Indonesia.

The Board of Directors and the Emperor Board are of the opinion that there are significant complementary skills and expertise between Intrepid and Emperor. Intrepid currently has the operating Paulsens Gold Mine and expects to soon be able to commence construction at the Casposo Project as well as having significant potential with its exploration properties. Emperor has a complementary management team, properties with exploration potential and available cash that will increase the Resulting Issuer’s flexibility to meet its objectives.

Background to the Arrangement

Since the IMC Transaction in July of 2006, Intrepid has continued to develop both its production and exploration operations. However, resource underperformance at the Paulsens Gold Mine during 2006 and the first half of 2007 impacted on cash flow restricting exploration activities and resulting in the need to renegotiate the Corporation’s debt facility with Westpac Banking Corporation which was completed in June of 2007. In the first quarter of 2007, the Corporation began considering funding alternatives for the development of a mine at the Casposo Project. The Corporation was approached by Emperor

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in May of 2007 to consider a merger between the two companies. The cash and assets available in Emperor as a result of the sale of its 20% interest in the Porgera Gold Mine in Papua New Guinea to Barrick Gold Corporation would strengthen Intrepid’s cash position, providing flexibility in the development of the Casposo Project and funding of more aggressive exploration of the Corporation’s international suite of exploration properties. Emperor also has an experienced management team that would add operational and exploration depth to Intrepid’s existing management. Negotiations progressed during mid 2007 and in August of 2007 Emperor provided an A$5,000,000 loan to IMC to continue the Casposo development programs and provide working capital. The terms of the loan were amended on November 15, 2007 to increase the maximum draw down to A$6,750,000 of which A$6,200,000 has been drawn down to date with IMC having made a request for the balance of the funds (refer to additional disclosure on loan agreement terms, including obligation for repayment by IMC within 90 days if MID is terminated, under the heading "Merger Implementation Deed - Loan from Emperor and Subscription Right" on page 32 of the Circular). On September 18, 2007, the MID was executed and the Arrangement was announced on September 19, 2007. The MID was subsequently amended on December 5, 2007 to address the status of certain foreign shareholders of Emperor who are ineligible to receive Acquisition Shares so as to provide that their entitlement to Acquisition Shares will instead be sold in the market by a nominee with the cash proceeds distributed to such persons. The determination of the Exchange Ratio was based on the market capitalization of both companies at the time the MID was executed. Due diligence by both companies continued into October of 2007 when the due diligence condition was satisfied by both Intrepid and Emperor on October 5, 2007. Another condition precedent to the completion of the Arrangement was the sale by DRD (Offshore) Limited, a wholly-owned subsidiary of DRDGold Limited, of its 78.72% interest in Emperor. This sell down was completed on October 29, 2007.

Proposed Timetable for Arrangement

The anticipated timetable for the completion of the Arrangement and the key dates as proposed are as follows:

Scheme Meeting:	February 28, 2008
Meeting:	March 3, 2008
Second Court Date:	March 10, 2008
Arrangement Effective Date:	March 11, 2008

Theses dates are subject to amendment pursuant to the terms of the MID. The Arrangement Effective Date is an anticipated date. Intrepid and Emperor will determine the Arrangement Effective Date, based on their analysis of when all conditions to the completion of the Arrangement are satisfied or waived by the party entitled to the benefit thereof.

Details of the Arrangement

The following description of the Arrangement is qualified in its entirety by reference to the full text of the MID, a copy of which is attached as Schedule “A” to this Circular.

Prior to the Arrangement Effective Date, Intrepid is required to complete the acquisition of all of the Emperor Options by acquiring or agreeing to acquire the Emperor Cash Options for cash totalling A$89,826 and the balance of the Emperor Options in consideration for the issuance of the Intrepid Arrangement Options. On the Arrangement Effective Date Intrepid will acquire all of the outstanding Emperor Shares (other than any Emperor Shares held by Intrepid or any subsidiary thereof, which shall not be exchanged under the Arrangement and shall remain outstanding) on the basis of the Exchange Ratio, being one (1) Ordinary Share for every 4.25 Emperor Shares outstanding with each fractional entitlement to be rounded up or down to the nearest whole number of Ordinary Shares (and will be rounded up if the fractional entitlement is to one-half of an Ordinary Share).

The following table sets out the securities of Emperor that will be acquired on or after the Arrangement Effective Date:

Type and number of Securities to be acquired	Consideration
1,050,000 Emperor Cash Options exercisable at A$0.36 per	A$20,580 in cash
share until January 2, 2012
3,430,900 Emperor Cash Options exercisable at A$0.36 per	A$67,246 in cash
share until May 8, 2011
400,000 Emperor Cash Options exercisable at A$0.58 per	A$2,000 in cash
share until December 2, 2009
3,750,000 Emperor Options exercisable at A$0.08 per	882,353 Intrepid Arrangement Options exercisable at
share until January 2, 2012	A$0.34 until January 2, 2012
1,046,005,621 Emperor Shares	246,118,970 Ordinary Shares

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Recommendation of the Board of Directors

The Board of Directors has reviewed the terms and conditions of the Arrangement and concluded that the terms thereof are fair to, and in the best interests of, the Shareholders. The Board of Directors approved the Arrangement by way of a unanimous resolution dated September 17, 2007 subject to obtaining all required regulatory and shareholder approvals.

The decision of the Board of Directors was reached after consideration of a number of factors, including the following:

(a) Emperor’s cash position will assist Intrepid to reduce its existing debt burden and immediately pursue the development of the Casposo Project and the exploration of the Corporation’s suite of exploration properties;
(b) Emperor has an experienced management team that will complement the Corporation’s existing management team;
(c) the Arrangement will enable Shareholders to benefit from well-funded, aggressive exploration of its existing exploration and development projects and the exploration opportunities Emperor holds in PNG and Indonesia;
(d) current industry, economic and market conditions and trends;
(e) historical market prices and trading patterns for both the Shares and the Emperor Shares;
(f) information regarding the business, operations, property, assets, financial performance and condition, operating results and prospects of Emperor and Intrepid;
(g) the likelihood the Arrangement would be completed; and
(h) the terms of the MID, including the ability of Intrepid to terminate the Arrangement in certain circumstances.

The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive but is believed to include all material factors considered by the Board of Directors. In addition, in reaching the determination to approve and recommend the Arrangement, the Board of Directors did not assign any relative or specific weights to the foregoing factors which were considered, and individual directors may have given different weights to different factors. The Board of Directors recognizes there are certain risks associated with the Arrangement. However the Board of Directors believes that the positive factors should outweigh those risks, although there can be no assurances in that regard. See “Risk Factors – Risks Associated with the Arrangement” on page 92 of the Circular.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ARRANGEMENT AND DETERMINED THAT UNDERTAKING THE ARRANGEMENT IS IN THE BEST INTERESTS OF INTREPID AND ITS SHAREHOLDERS AND IS FAIR TO ALL SECURITYHOLDERS. THE BOARD OF DIRECTORS RECOMMENDS THAT ALL SHAREHOLDERS VOTE FOR AND IN FAVOUR OF THE ARRANGEMENT THEREBY APPROVING THE IMPLEMENTATION OF THE ARRANGEMENT.

Interests of Certain Persons in the Arrangement

The Corporation has agreements with a number of its senior officers and employees that provide for compensation if the person is terminated following a change of control.

Pursuant to severance agreements (the “Severance Agreements”) entered into between Intrepid or IMC as applicable and each of Laurence Curtis, the President and Chief Executive Officer of Intrepid, William McGuinty, the Vice-President, Exploration of Intrepid, Ms. Donna McLean, the Treasurer of Intrepid and Ms. Catherine Beckett, Manager, Corporate Affairs of Intrepid (the “Affected Employees”) , each of the Affected Employees is entitled to certain benefits if any of them are terminated within 18 months following a change of control of Intrepid (the “Termination Period”) . For the purposes of the Severance Agreements, the Arrangement may constitute a change of control. The amount of the benefit due to each of these persons is calculated by dividing the number of months which the Affected Employee has been an employee of Intrepid by 24 (the “Factor”) and multiplying the Factor by the Affected Employee's total annual compensation, including bonus, at the time of the termination. If the Factor is less than one at the time of termination, it will be rounded up to 1 and if it is more than 3, it will be rounded down to 3. There is no current intention to terminate any of the Affected Employees following the completion of the Arrangement although Mr. Curtis will no longer be the Chief Executive Officer of the Resulting Issuer but will continue as President (for the near term) and thereafter as a non-executive Director. This alteration in Mr. Curtis’ position triggers an obligation to make a payment of 3 times his annual compensation for 2007 if Mr. Curtis ceases to be employed by the Resulting Issuer within 18 months of the Arrangement Effective Date. Mr. Curtis and Intrepid are currently negotiating a new agreement with respect to his ongoing relationship with the Resulting Issuer. If any of the other Affected Employees are terminated within 18 months of the Arrangement Effective Date, they may also be entitled to payments under their Severance Agreements.

In addition, pursuant to employment Agreements (the “Employment Agreements”) entered into between Intrepid and each of Derek Humphry, the Chief Financial Officer of Intrepid, Rod Jacobs, the General Manager of Operations, Chris

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Manea, the Financial Controller of Intrepid and Ann Candelario, the Vice-President of Investor Relations of Intrepid (the "Other Affected Employees”) , each of the Other Affected Employees are entitled to a termination structure of 6 months’ annual salary after 12 months of services, 9 months’ annual salary after two years of service and 1 year annual salary after 3 years of service. The completion of the Arrangement and subsequent proposed closure of the Corporation’s Perth office will trigger termination clauses for Perth office based employees including Derek Humphry, Rod Jacobs and Chris Manea. Mr. Humphry will no longer be the Chief Financial Officer of the Resulting Issuer but will continue employment for a period to assist with a smooth implementation of the Arrangement. The alteration of Mr. Humphry’s position may trigger an obligation to make a payment under his Employment Agreement. Mr. Humphry would be entitled to a payment of 12 months' salary in these circumstances.

Three of the six directors of Intrepid, being Colin Jackson, Kevin Dundo and Laurence Curtis, will continue as directors of the Resulting Issuer. The remaining three current directors of Intrepid (being David Davidson, Brett Lambert and David Mosher) may become entitled to compensation arrangements / consultancy agreements following their resignation from the Board of Directors subject to the requirements of and limits established by the Corporations Act and other applicable laws.

Mr Kevin Dundo is a partner of Q Legal such firm being the Australian legal advisors to Intrepid (advising on the Australian legal aspects of the Arrangement) and receiving fees for such services on ordinary commercial terms. Ms. Kathleen Skerrett is a partner at Gardiner Roberts LLP, such firm being the Canadian legal advisors to Intrepid (advising on the Canadian legal aspects of the Arrangement) and receiving fees for such services on ordinary commercial terms.

Procedure for the Arrangement to Become Effective

The Arrangement is being carried out by Emperor as a Scheme of Arrangement under the Corporations Act. Prior to the Arrangement Effective Date, the following procedural steps must be taken in order for the Arrangement to become effective:

(a) approval of the Arrangement by the Shareholders and the holders of the Emperor Shares respectively at the Meeting and the Scheme Meeting. Shareholders must approve the Arrangement by a simple majority of votes cast at the Meeting. Holders of the Emperor Shares must approve the Arrangement by the Emperor Approval Threshold at the Scheme Meeting;
(b) all other conditions precedent to the Arrangement, including without limitation those contained in the MID, must be satisfied or waived by the appropriate party;
(c) the Court must grant the Final Order approving the Arrangement; and
(d) the Final Order must be lodged with ASIC.

Shareholder Approval

The Arrangement must be approved by both the shareholders of Emperor as required under the Scheme of Arrangement and the Corporations Act and by the Shareholders as required by the TSX. The Arrangement must be approved by the Emperor Approval Threshold by the shareholders of Emperor at the Scheme Meeting and a majority of the Shareholders at the Meeting, in each case either present in person or represented by proxy. Even if Shareholders approve the Arrangement, the Board of Directors may decide not to proceed with the Arrangement if the Net Cash Condition Precedent is not met. However, the Board of Directors also has a discretion to seek to establish suitable offsetting factors to waive the Net Cash Condition Precedent.

As of the Circular Date, 181,783,419 votes are eligible to be cast at the Meeting in respect of the Arrangement. Management of Intrepid holds 1,270,918 Ordinary Shares and 1,508,507 Exchangeable Shares representing 1.38% of the eligible votes in respect of the approval of the Arrangement.

The Board of Directors has unanimously approved the Arrangement and recommends that Shareholders vote FOR and in favour of the Arrangement and the persons named in the enclosed forms of proxy intend to vote “For” such approval at the Meeting unless otherwise directed by the Shareholders appointing them.

The following is the text of the resolution (Resolution 1) approving the Arrangement required to be approved by at least a simple majority of the Shareholders voting their Shares, in person or by proxy, at the Meeting:

Resolution 1

”That the Corporation be authorized to acquire all of the issued and outstanding securities of Emperor Mines Limited on the terms and conditions set out in the MID dated September 18, 2007, as amended, all as more particularly described under the heading “The Merger Implementation Deed” of the Circular of Intrepid dated January 24, 2008 (as the Arrangement may be, or may have been, amended, varied or supplemented and including any other condition imposed by the Court).”

Court and Regulatory Approval of the Arrangement

The Arrangement is subject to the Court granting the Final Order as well as the TSX and any other applicable regulatory authorities.

It is also a condition of the Arrangement that the TSX shall have consented to the listing of all of the Ordinary Shares necessary to complete the Arrangement including with respect to the Intrepid Arrangement Options. On January 18 2008,

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the TSX granted conditional approval for the listing of the Ordinary Shares to be issued on the completion of the Arrangement and on the exercise of the Intrepid Arrangement Options subject to obtaining shareholder approval for the Arrangement and the submission of final documents.

No Approval required for Grant of Intrepid Arrangement Options to Brad Gordon

As part of the Arrangement, Intrepid is required to acquire the 1,000,000 Emperor Options (exercisable at A$0.08) previously issued to Brad Gordon in consideration for the issuance of 235,294 Intrepid Arrangement Options (exercisable at A$0.34). Mr. Gordon will be a director of Intrepid following the completion of the Arrangement. No specific Shareholder approval is required to issue these options to Mr Gordon either under the Corporations Act or the Listing Rules of the TSX or the ASX on the basis that certain exemptions apply such that approval is not required. It is also noted that Brad Gordon and Robert McDonald, both of whom will be directors of Intrepid following the Arrangement, will receive cash (being A$25,816 and A$23,520 respectively) for the acquisition by Intrepid of Emperor Cash Options which they currently hold.

2. OTHER ISSUANCES OF SECURITIES

The following three resolutions (being Resolutions 2, 3 and 4 of the Notice of Special Meeting) seek Shareholder approval for transactions involving the issuance or potential issuance of Ordinary Shares since the annual meeting of Shareholders held on May 29, 2007.

ASX Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any twelve month period without Shareholder approval (subject to certain exceptions, for example, a pro rata issue to all Shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the twelve month period, plus the number of equity securities issued with the approval of Shareholders or under one of the exceptions during the previous twelve months.

Under ASX Listing Rule 7.1, the prior approval of Shareholders was not required to issue the securities detailed in the following three resolutions because those securities, when aggregated with securities issued by Intrepid during the previous twelve months (other than securities issued with Shareholder approval), did not exceed 15% of the number of securities on issue at the commencement of that twelve month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification is now sought for the issue of the securities set out in the following three resolutions, pursuant to ASX Listing Rule 7.4 in order to reinstate the Corporation's capacity to issue up to 15% of its issued capital to enable the Board of Directors to consider additional funding initiatives over the next twelve months consistent with the provisions of ASX Listing Rule 7.1 and the Corporations Act . If Shareholders do not approve the ratification of the issuance of the securities set out in the following three resolutions, such failure will not invalidate those issuances. Rather, it will only limit the ability of the Corporation from issuing further securities without specific shareholder approval for the next 12 months. Management strongly recommends that these three resolutions be approved to provide the Corporation with flexibility to raise additional capital in the coming months.

The text of the three resolutions to be considered at the Meeting is as follows:

Resolution 2

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 210,000 fully paid ordinary shares in the capital of the Corporation as set out under the heading “Matters to be Acted Upon – Approval of Share Issuances” of the Circular accompanying this Notice of Special Meeting.

Resolution 3

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 1,881,257 fully paid ordinary shares in the capital of the Corporation as set out under the heading “Matters to be Acted Upon – Approval of Share Issuances” of the Circular accompanying this Notice of Special Meeting.

Resolution 4

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 2,000,000 options to Claymore Capital Pty Ltd in connection with the conversion of the convertible loan facility provided by Claymore Capital Pty Ltd on the terms and conditions set out under the heading “Matters to be Acted Upon – Approval of Share Issuances” of the Circular accompanying this Notice of Special Meeting.”

The Directors recommend that Shareholders vote in favour of these resolutions. Discretionary votes will be exercised as set out elsewhere in this Circular.

Issue of securities under the 2007 Flow-Through Financing (Resolution 2)

On October 3, 2007 the Corporation completed an offering of 210,000 Ordinary Shares to raise gross proceeds of C$105,000 (the “ FT Placement ”). The Ordinary Shares issued under the FT Placement were issued at a price of C$0.50

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per share and were issued as “flow-through shares” as such term is defined in the Income Tax Act (Canada) to fund exploration work on the Corporation’s Canadian interests.

ASX Listing Rule 7.5 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 7.4. For the purposes of ASX Listing Rule 7.5, the following information is provided in relation to this resolution 2:

(a) the total number of securities issued was 210,000 Ordinary Shares;
(b) the securities were issued at an issue price of C$0.50 per Share;
(c) the Ordinary Shares rank equally with all other fully paid Ordinary Shares of the Corporation;
(d) the Ordinary Shares were issued subject to a four month resale restriction under applicable Canadian securities laws; (e) the Ordinary Shares were issued to the following allottees: 20,000 each to Mr William McGuinty, Mr Robert Tangney and Ms Beth Kirkwood; 50,000 to Mr Peter Tredger and 100,000 to Mr Don Whalen; and
(f) the funds raised under the FT Placement were used by the Corporation to fund an exploration program on the Corporation’s Canadian property interests.

Any Shareholder or their associate who participated in the FT Placement is excluded from voting on this Resolution 2.

Issue of Shares on conversion of Convertible Loan (Resolution 3)

On March 22, 2007 the Corporation entered into a convertible loan with Claymore Capital Pty Ltd ( "Claymore" ) with a total face value A$5,300,000 ( "Convertible Loan" ). For additional details on the Convertible Loan please see the 2007 Management Circular, which document is incorporated herein by reference. At the May 29, 2007 Annual General Meeting shareholders pre-approved the issue of up to 16,704,365 shares to extinguish the principal of the Convertible Loan. In September of 2007 the Corporation and Claymore negotiated an early conversion of the Convertible Loan issuing 17,199,176 shares which included 1,881,257 Ordinary Shares at a price of C$0.30 per share to settle interest that would have been payable under the loan for the period from January 1, 2008 to December 31, 2008. The Corporation now seeks ratification of the issue of these 1,881,257 shares, being those shares issued with respect to the unaccrued interest.

(a) the total number of securities issued was 1,881,257 Ordinary Shares;
(b) the Ordinary Shares were issued at a price of C$0.30 per share;
(c) the Ordinary Shares rank equally with all other fully paid Ordinary Shares of the Corporation;
(d) the Ordinary Shares were issued without any resale restrictions;
(e) the Ordinary Shares were issued to Claymore; and
(f) the Ordinary Shares were issued in consideration for Claymore converting the Convertible Loan early and in settlement of the interest that would have been earned under the Convertible Loan for the period from January 1, 2008 to December 31, 2008.

Any Shareholder or their associate who received Ordinary Shares on the conversion of the Convertible Loan is excluded from voting on this Resolution 3.

Issue of Options on conversion of Convertible Loan (Resolution 4)

As additional consideration for the conversion of the Convertible Loan, the Corporation agreed to issue to Claymore 2,000,000 unlisted options ( the “Claymore Options” ). The Claymore Options were issued on September 20, 2007 and are exercisable into one Ordinary Share at an exercise price of A$0.36 each on or before September 20, 2009.

(a) the total number of securities issued was 2,000,000 Claymore Options;
(b) the Claymore Options were issued for nil consideration as an inducement to convert the Convertible Loan early;
(c) the Claymore Options are exercisable into Ordinary Shares at an exercise price of A$0.36 each on or before September 20, 2009;
(d) the Claymore Options were issued to Claymore; and
(e) the Claymore Options were issued for nil consideration and as a result no funds were raised by the issue.

Claymore or any of its associates are excluded from voting on Resolution 4.

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3. INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES MAXIMUM LIMIT

Resolution 5 seeks the approval of Intrepid Shareholders to increase the maximum amount of remuneration payable to nonexecutive directors for their ordinary services. Resolution 5 seeks to establish this maximum at A$750,000 in aggregate.

ASX Listing Rule 10.17 and Article 58.1 of the Corporation’s constitution require that shareholder approval is obtained to establish the maximum amount of remuneration payable to non-executive directors and that the notice of meeting contain the amount of the proposed increase and the maximum sum payable to non-executive directors. In accordance with the Corporation’s constitution the Board of Directors may determine the proportions in which the remuneration, up to the maximum amount, is to be divided between the non-executive directors for remuneration for their services as directors.

Previously, at the shareholders meeting of the Corporation held on December 12, 2003, shareholders approved the maximum limit available for non-executive directors remuneration for ordinary services at A$350,000.

An increase to $750,000 will allow for inflationary increases as well as any additional directors who may be appointed pursuant to the proposed merger with Emperor and as part of the Corporation’s ongoing development. Although it is unlikely that the Board of Directors would fully utilise the maximum amount permitted of A$750,000, the maximum amount will enable the Board of Directors to appoint and remunerate appropriately qualified persons to the Board as and when required.

The text of the resolution to be considered at the Meeting is as follows:

Resolution 5

The Corporation will disregard any votes cast on Resolution 5 by non-executive Directors and any of their associates.

SECURITIES REGULATORY MATTERS

Canadian Securities Law Matters

The Acquisition Shares to be issued to the holders of the Emperor Shares on the completion of the Arrangement and the Intrepid Arrangement Options together with the Ordinary Shares on the exercise of the Intrepid Arrangement Options will be issued in reliance on the exemptions found in section 2.11 of National Instrument 45-106 – Prospectus and Registration Exemptions from prospectus and registration requirements of applicable Canadian securities laws and will generally not be subject to any resale restrictions subject to the conditions set out in section 2.6 of National Instrument 45-102 Resale Restrictions.

Australian Securities Law Matters

Pursuant to the provisions of the Corporations Act, the Acquisition Shares will not be subject to any resale restrictions on the basis of the exemption in section 708(17) of the Corporations Act.

THE MERGER IMPLEMENTATION DEED

Pursuant to the MID, Intrepid has agreed to acquire all of the issued and outstanding Emperor Shares in consideration for the issuance of the Acquisition Shares on the basis of one (1) Acquisition Share for every 4.25 Emperor Shares outstanding. Please see “Matters to Be Acted Upon – The Arrangement – Details of the Arrangement” on pages 25 of the Circular for further information.

The following summary of material provisions of the MID is not intended to be comprehensive and is qualified in its entirety by reference to the full text of the MID, a copy of which is attached as Schedule “A” to this Circular. Securityholders are encouraged to review the complete MID.

Conditions Precedent to the Arrangement

The MID provides that if any condition to the completion of the Arrangement is not satisfied or waived by the party entitled to the benefit thereof, then the party entitled to the benefit of that condition may terminate the MID by giving notice in writing, provided that the parties are first obliged to consult in good faith with a view to determining whether the Arrangement may proceed by way of an alternative approach and, if so, to agree on the terms of such an alternative approach. The summary below only sets out the conditions precedent that are still outstanding as of the date of this Circular. For additional information on other conditions precedent, please review section 4.1 of the MID.

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Non-Waivable Conditions

Completion of the transaction is conditional upon Emperor obtaining approval of its shareholders and the Court to the Arrangement. Neither of these conditions may be waived and if either is not fulfilled, the MID will be terminated and the Arrangement will not proceed.

Mutual Conditions Precedent

The MID also provides that the obligations of both parties to complete the Arrangement are subject to the fulfilment or waiver of the following mutual conditions on or before the Second Court Date, or such other time as specified: (a) no injunction has been granted or other court proceeding undertaken to prevent the implementation of the Arrangement; (b) there is no objection from ASIC to the Arrangement; (c) if required, the approval of the Foreign Investment Review Board to the Arrangement has been obtained; (d) obtaining all necessary third party approvals; (e) Intrepid acquiring or having agreed to acquire the Emperor Options for A$89,826 in cash (with respect to the Emperor Cash Options) and the issuance of the Intrepid Arrangement Options (for the balance of the Emperor Options); and (f) the approval of the TSX to the issuance of all of the securities necessary to implement the Arrangement including the Intrepid Arrangement Options.

Intrepid was required to obtain the consent of Westpac Banking Corporation to the Arrangement and such consent was obtained on December 12, 2007.

Additional Conditions Precedent for the benefit of Emperor

In addition to the conditions described above, the obligation of Emperor to complete the Arrangement is subject to: (a) the Board of Directors not withdrawing its recommendation to vote in favour of the Arrangement; (b) there not being any Material Adverse Change in Intrepid; (c) Intrepid having executed all of the documents required to be executed to implement the Arrangement; and (d) there having been no Intrepid Prescribed Occurrence.

Additional Conditions Precedent for the benefit of Intrepid

In addition to the conditions described above, the obligation of Intrepid to complete the arrangement is subject to; (a) the Emperor Board not withdrawing its recommendation to vote in favour of the Arrangement; (b) Emperor confirming to Intrepid's satisfaction that it has Net Cash (plus any sum advanced by Emperor to Intrepid, any sum expended in respect of Tujuh Bukit or any other expenditure approved by Intrepid in writing after the date of the MID) in accordance with the MID on the business day immediately prior to the Second Court Date of not less than A$54 million; (c) the Shareholders having approved the Arrangement by a simple majority; (e) there not being any Material Adverse Change in Emperor; (f) there having been no Emperor Prescribed Occurrence; and (g) there having been no change in the intention of Emperor to sell the Tolukuma Gold Mine.

Even if Shareholders vote in favour of the Arrangement, the Board of Directors may decide not to proceed with the Arrangement if the Net Cash Condition Precedent has not been fulfilled. However, the Board of Directors also has discretion to seek to establish suitable offsetting factors to waive the Net Cash Condition Precedent. As at the Circular Date, the Board of Directors believes that the Net Cash Condition Precedent may not be met unless the sale of Tolukuma is completed prior to the Second Court Date.

Sale of Tolukuma

The MID provides that Emperor will take all reasonable steps to enter into an agreement for and complete the sale of the Tolukuma Gold Mine prior to the Second Court Date. Intrepid must approve of the terms of such sale, acting reasonably and in good faith, for any such agreement entered into prior to the Second Court Date.

Intrepid and Emperor have determined that the Tolukuma Gold Mine does not fit within the Resulting Issuer’s go forward plans. Since the execution of the MID, Emperor has solicited expressions of interest regarding the sale of the Tolukuma Gold Mine from several potential buyers. A number of site visits have been undertaken by interested parties and Emperor continues to negotiate with such parties. If Emperor enters into a binding agreement to dispose of the Tolukuma Gold Mine prior to the Second Court Date, unconditionally (other than obtaining third party regulatory consents), completes such sale before the Arrangement Effective Date and unconditionally completes the sale by March 31, 2008 the net proceeds of such sale will be for the sole benefit of the holders of the Emperor shares. If the Tolukuma Gold Mine is not unconditionally sold prior to March 31, 2008 any net proceeds from the sale will be for the benefit of all Shareholders of the Resulting Issuer.

All of the proposed directors of the Resulting Issuer are committed to selling the Tolukuma Gold Mine if it is not sold prior to the Arrangement Effective Date. In addition, if the Tolukuma Gold Mine is not sold prior to July 15, 2008, Intrepid is required to repay its entire project finance facility (excluding hedging) for the Paulsens Gold Mine to Westpac Banking Corporation by July 31, 2008. The current amount of the Westpac project finance facility is A$13,500,000 and, taking account of scheduled payments to be made between the Circular Date and July 31, 2008, this final payment may be up to A$7,500,000.

There are certain performance, environmental and social risks associated with the Tolukuma Gold Mine that have led the Board of Directors to conclude that it is in the best interests of the shareholders of the Resulting Issuer to dispose of this property and to continue a practice of strong environmental stewardship in all of its operations. For additional information on these risks, please see the headings “Information Concerning Emperor Mines Limited –

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Narrative Description of the Business – Tolukuma Gold Mine” on page 56 of the Circular and “Risk Factors – Risks Associated with the Business of the Resulting Issuer – Tolukuma Gold Mine” on page 93 of the Circular

Loan from Emperor and Subscription Right

On August 28, 2007 Emperor and IMC entered into a loan agreement pursuant to which Emperor agreed to loan the sum of A$5,000,000 to IMC to address working capital deficiencies. The terms of the loan were amended on November 15, 2007 to increase the maximum amount of the loan to A$6,750,000 of which A$6,200,000 has been drawn down to date with IMC having made a request for the balance of the funds. This loan is currently unsecured but if the MID is terminated for any reason, IMC will be required to grant Emperor security over the Casposo Project. The loan comes due in January of 2009 provided that if the MID is terminated, the loan will come due ninety (90) days after termination or, if the Meeting is not held by March 2, 2008 (save that, as at the Circular Date, Emperor have agreed that this date be extended to March 4, 2008), the loan will come due ninety (90) days thereafter. Under the terms of the MID, Intrepid has granted to Emperor the right to subscribe for up to 20,000,000 Ordinary Shares at a price equal to a 20 day volume weighted average price at the time of subscription. If Emperor elects to exercise this right, these Ordinary Shares may be paid for either in cash or by settling the principal of the loan to IMC.

Representations and Warranties

The MID contains representations and warranties on the part of each of Intrepid and Emperor relating to matters that include, among others: authority to enter into the MID, all due diligence information provided was complete and accurate, the accuracy of the most recently available financial information, compliance with all regulatory requirements and possession of all required operating permits, all information provided in this Circular and the Scheme Booklet is complete, capacity to carry on business; the accuracy of the capital structure and the accuracy of cash flow projections. Intrepid has also provided a representation that the Acquisition Shares to be issued on the implementation of the Arrangement will be properly authorized and duly issued.

Covenants

Mutual Covenants

The MID provides that each Party must refrain from doing certain things prior to the Arrangement Effective Date, referred to as an Emperor Prescribed Occurrence or an Intrepid Prescribed Occurrence as the case may be. The definitions of these two terms provide that, among other things, a prescribed occurrence would occur if (without consent from the other party and excluding certain agreed transactions set out in the MID):

(a) a party declares or pays any dividend or makes any other distribution of its profits or assets (including by issuing bonus shares);
(b) a party resolves to reduce its share capital in any way;
(c) a party covenants to consolidate or split its capital stock;
(d) a party enters into a buy-back agreement;
(e) a party issues any securities except for certain specific exceptions;
(f) a party enters into any transaction in excess of A$3 million;
(g) a party encumbers its assets;
(h) a party enters into a contract with a commitment in excess of A$1 million;
(i) a party incurs any indebtedness other than under existing credit facilities;
(j) a party makes any loan in excess of A$1 million;
(k) a party makes any changes to its compensation arrangements;
(l) a party makes a capital expenditure in excess of A$3 million;
(m) a party makes any material changes to its material contracts;
(n) a party resolves to be wound up or a wind up is ordered by a court;
(o) a party becomes insolvent;
(p) a party enters into another deed of arrangement except in the context of a Superior Proposal;
(q) a party makes changes to its accounting methods that has a material impact other than as required by regulatory authorities; or
(r) a party makes a tax election.

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In addition, the parties have each given the following additional covenants:

(a) that the board of directors of each party recommend the Arrangement to their respective shareholders;
(b) to take all steps necessary to prepare, approve and complete the Circular and the Scheme Booklet;
(c) to take all steps necessary to obtain the relevant regulatory approvals;
(d) to ensure all information provided about the party is true and correct;
(e) to conduct business in the ordinary course; and
(f) to consult with the other party in respect of the conduct of the business.

Covenants of Emperor

Emperor covenants in the MID that, among other things, it will take all reasonable steps to enter into an agreement for and complete the sale of the Tolukuma Gold Mine prior to the Second Court Date subject to any Papua New Guinea third party regulatory approvals.

Covenants of Intrepid

Intrepid covenants in the MID that, among other things, it:

(a) will acquire the Emperor Cash Options for A$89,826 in cash and the balance of the Emperor Options in consideration for the issuance of the Intrepid Arrangement Options;
(b) appoint Brad Gordon as a director and Chief Executive Officer of Intrepid and up to three further nominees of Emperor to the Board of Directors so that there are equal numbers of Intrepid nominees and Emperor nominees on the Board of Directors; and
(c) continue the employment of certain listed employees of Emperor on their existing employment terms and pay certain bonuses.

Covenants regarding Non-solicitation

Pursuant to the terms of the MID, each of Intrepid and Emperor have agreed that they will not authorize or permit any of their respective officers, directors or employees, agents, advisors, consultants or other representatives to solicit, initiate or encourage (including, without limitation, by way of furnishing information) any enquiry or the making of any proposal to Intrepid or Emperor or their shareholders from any Person which constitutes, or may reasonably be expected to lead to a Competing Transaction (including a transaction that would result in the acquisition of all or a substantial part of the assets of a party, acquiring ownership of at least 19.9% of the outstanding securities of a party or acquire control of a party, or some form of business combination with another entity) or agree to or endorse any of the foregoing or enter into or participate in any discussions or negotiations regarding any such proposal, or furnish to any other person any information with respect to the business, properties, operations, prospects or conditions (financial or otherwise) of either Intrepid or Emperor in connection with any such proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing unless the board of directors of the affected party resolves that the Competing Transaction is a Superior Proposal (as defined in the MID) in which case the party receiving a Superior Proposal is required to notify the other party to provide an opportunity to respond before the first party can proceed with the Superior Proposal. If a Competing Transaction is deemed to be a Superior Proposal, the other party will be provided with an opportunity to respond to the Superior Proposal before the MID can be terminated.

Intrepid and Emperor agreed to immediately terminate any existing discussions or negotiations with any other person with respect to any potential Competing Transaction and cease to provide any other person with access to information concerning the party and its subsidiaries and exercise all rights it has to require the return of all confidential information from each such person, and not to release or permit the release of any person from or waive, any confidentiality, nonsolicitation or standstill agreement to which such person is a party. Each of Intrepid and Emperor agreed to promptly notify the other party of any Competing Transaction or any amendment to a Competing Transaction it receives directly or indirectly, or of any request for non-public information in connection with such a Competing Transaction.

Termination

The MID may be terminated:

(a) if a party is in material breach of any of the terms of the MID and such breach is not rectified within 5 Business Days, by the other party;
(b) if any covenant, made or given by either party in the MID is not being complied with, immediately by the other party;
(c) if any of the conditions set forth in the MID become incapable of being satisfied and are not waived on or before the date required for the performance thereof by a party entitled to do so;
(d) by mutual written consent of the parties;
(e) if the Arrangement has not been implemented by 11:59 pm (Toronto time) on March 31, 2008;

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(f) if a Superior Proposal is announced; or
(g) if any court or other regulatory authority takes any action to permanently restrain the implementation of the Arrangement.

No break-fee is payable if the MID is terminated.

Change of Management

As discussed above, the MID provides for certain changes in management. On the completion of the Arrangement it is intended that the directors of the Resulting Issuer will be set at six, the directors of the Resulting Issuer will be Colin Jackson (Chairman), Kevin Dundo, Laurence Curtis, Brad Gordon, Ian McMaster and Robert McDonald and the officers of the Resulting Issuer will be Brad Gordon, Chief Executive Officer, Laurence Curtis, President (for the near term), Brendan Gill, Chief Financial Officer, William McGuinty, Vice-President, Exploration Americas, Vanessa Chidrawi, General Counsel and Australian Company Secretary, Ann Candelario Vice-President Investor Relations, Donna McLean Treasurer, Kathleen Skerrett, Canadian Corporate Secretary, Rod Jacobs General Manager Operations, Australia, Frazer Bourchier, VicePresident Operations and Corporate Development Americas and Malcolm Norris, Executive General Manager Exploration & New Business. For additional details on the proposed management, please see heading “Information Concerning the Resulting Issuer – Directors and Officers” on page 88 of the Circular.

OTHER INFORMATION

Intrepid entered into an amendment to its facility agreement with Westpac Banking Corporation dated December 19, 2007. Under the terms of this amendment, Intrepid is required to reduce its obligation to Westpac by up to A$6,000,000 if the Arrangement is completed. In addition, if the Tolukuma Gold Mine is not sold prior to July 15, 2008, Intrepid is required to repay its entire project finance facility (which excludes hedging obligations) by July 31, 2008. The current amount of the Westpac project finance facility is A$13,500,000 and, taking account of scheduled payments to be made between the Circular Date and July 31, 2008, this final payment may be up to A$7,500,000.

INFORMATION CONCERNING INTREPID

The following information should be read in conjunction with the information concerning Intrepid appearing elsewhere in this Circular and incorporated by reference in this Circular. All references under this heading to “Intrepid” mean Intrepid and the Intrepid Principal Subsidiaries, or one or more of them as the context requires.

Documents Incorporated by Reference

The following documents which Intrepid has filed with the Commissions are specifically incorporated by reference into, and form an integral part of, this Circular:

(a) all of sections 1.0, 2.0, 3.0, 4.0, 6.0, 7.0, 8.0, 9.0 and 10.0 and subsections 5.1 and 5.2 of the annual information form of the Corporation dated March 30, 2007 for the year ended December 31, 2006 (the “AIF”) ;
(b) the audited consolidated financial statements of the Corporation and the notes thereto for the year ended June 30, 2006, with comparatives for year ended June 30, 2005, together with the report of the auditor thereon;
(c) the audited consolidated financial statements of the Corporation and the notes thereto for the six months ended December 31, 2006, with comparatives for the year ended June 30, 2006, together with the report of the auditor thereon;
(d) management discussion and analysis of financial conditions and results of operations of the Corporation for the six months ended December 31, 2006;
(e) Annual Report for the six months ended December 31, 2006;
(f) the unaudited interim consolidated financial statements of the Corporation for the three and nine months ended September 30, 2007 with comparatives for the three and nine months ended September 30, 2006;
(g) management discussion and analysis of financial conditions and results of operations of the Corporation for the three and nine months ended September 30, 2007;
(h) management information circular dated April 24, 2007 for the annual general meeting of the Corporation held on May 29, 2007 (the “ 2007 Management Circular ”);
(i) press releases dated January 3 and 18, February 22 and 28, March 5, 22 and 28, May 7, June 19 and 29, July 11, September 18 and 20, October 1 , 22 and 30 and December 13 and 31, 2007 and January 11 and 23, 2008;
(j) material change reports dated January 4 and 19, February 22 and 28, March 5, April 4, July 9 and 17, August 31, September 18 and 26, October 30 and December 31, 2007 and January 11 and 23, 2008;
(k) technical report titled “Paulsens Gold Mine Ore Reserves 31 December 2006, Pilbara, Western Australia“ dated March 6, 2007 and prepared by Neville Price and Per Scrimshaw, being Qualified Persons;

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(l) technical report titled “Mineral Resource Estimate for Paulsens Gold Deposit, Western Australia” dated February 2007 and prepared by Resource Evaluations Pty Ltd’s Paul Payne being a Qualified Person;
(m) technical report titled “An Updated Report of Exploration Activities for the Casposo Property Department of Calingasta, San Juan Province, Argentina, December 2006” dated March 29, 2007 and prepared by William McGuinty, being a Qualified Person; and
(n) technical report titled “Casposo Project, San Juan, Argentina, Technical Report on Feasibility Study” dated March 30, 2007 and prepared by William Colquhoun & FSAIMM, Gary Taylor, P.Eng, Rodrigo Marinho, CPG and Armando Simon, R.P. Geo MAIG of AMEC America Limited being Qualified Persons.

All press releases, material change reports, interim financial statements and interim management discussion and analysis that are required to be filed by Intrepid with the Commissions and the ASX after the date hereof but prior to the Meeting will be deemed to be incorporated by reference into and form an integral part of this Circular. The documents incorporated by reference herein contain material information relating to Intrepid. Shareholders should carefully review all information contained in this Circular and the documents incorporated by reference herein.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has been modified or superseded a prior statement or include any information set forth in the document or the statement that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed in its unmodified or superseded form to constitute a part of this Circular.

No person is authorized to provide any information different from that contained in this Circular. Information on any website maintained by Intrepid does not constitute a part of this Circular.

Introduction

Intrepid was incorporated in Western Australia, on June 9, 1993 as Taipan Resources NL and was listed on the ASX on November 9, 1993. The Corporation changed its company status and name on February 20, 2004 to NuStar Mining Corporation Limited. On June 26, 2006 Intrepid implemented a consolidation of its outstanding capital on the basis of one (1) post-consolidated Ordinary Share for each twelve (12) pre-consolidated ordinary shares. On July 4, 2006, the Corporation changed its name to Intrepid Mines Limited upon the completion of the IMC Transaction. On July 7, 2006, the Corporation commenced trading on the TSX in addition to its continued listing on the ASX.

The Corporation’s corporate office is located at Suite 1710, 155 University Avenue, Toronto, Canada, M5H 3B7. The Corporation’s registered office is located at Level 2, 34 Colin Street, West Perth, Western Australia.

The Corporation currently has the following active wholly owned subsidiaries, NuStar Mining Corporation Pty Ltd (formerly Bushsun Pty Ltd) (“NuStar”) a private company incorporated in Western Australia on September 3, 1996, 6554636 Canada Ltd (“Callco”) , a company incorporated under the laws of Canada on April 18, 2006, Intrepid NuStar Exchange Corporation (“INEC”) , a company incorporated under the laws of Canada on April 20, 2006 (all of the shares of which are held by Callco), Intrepid Minerals Corporation, a company incorporated under the laws of Canada on August 11, 1995, San Cristobal Gold, a company incorporated under the laws of El Salvador on May 24, 2004, Triada S.A. de C.V., a company incorporated under the laws of El Salvador on April 6, 1994 and Intrepid Mines Mexico (Mexico), a company incorporated under the laws of Mexico on May 28, 2007.

General Information for the Meeting | Page 35

The following chart illustrates the Corporation’s current principal subsidiaries as of the date hereof, together with the jurisdiction of incorporation of each company and the percentage of voting securities held by Intrepid where such subsidiary is not wholly-owned.

==> picture [379 x 219] intentionally omitted <==

----- Start of picture text -----

Intrepid Mines Limited
(Australia)
6554636 Canada Ltd NuStar Mining
(Canada) Corporation Pty Ltd
(Australia)
46.74%
Intrepid NuStar
Exchange Corporation [(1)]
(Canada) Intrepid Minerals
Corporation [(2)]
53.26% (Canada)
Triada S.A. de C.V. San Cristobal Gold Intrepid Mines Mexico
(El Salvador) (El Salvador) AB
(Mexico)
----- End of picture text -----

Notes:

(1) 6554636 Canada Ltd. owns all of the issued and outstanding voting securities of INEC. However, INEC has also issued the Exchangeable Shares which are economically equivalent to the outstanding Ordinary Shares.

(2) IMC has a registered branch office in Argentina.

The principal business of the Corporation is the operation of the Paulsens Gold Mine and the exploration and development of its international suite of mineral properties. The Corporation has been seeking to grow and develop into a mid tier international gold and silver company through successful operation and development of existing reserves, expansion of reserves and resources through extension of the Paulsens Gold Mine and the Casposo Project and exploration success in the Corporation’s prospective areas of interest in Australia, Argentina, El Salvador, Mexico and Canada. For additional information on the development of the Corporation’s business over its last three fiscal years, please see the heading “4.2 – Three Year History” on pages 4 to 7 of the AIF which is incorporated herein by reference. For additional detail on the IMC Transaction, please see the heading “4.3 – Significant Acquisitions” on pages 7 to 9 of the AIF which is incorporated herein by reference. For additional information on the business of the Corporation please see the heading “5.1 – General” on pages 9 and 10 of the AIF which is incorporated herein by reference.

Mineral Reserves and Mineral Resources

The following tables summarize the Corporation’s most current mineral reserves and mineral resources as at the dates indicated.

Table 1: Paulsens Deposit – Mineral Resources as at 31 December 2006[1, 2, 3, 4, 5] (calculated as at February 2007)

Zone	Measured Tonnes t Au g/t	Indicated Tonnes t Au g/t	Indicated Tonnes t Au g/t	Measured & Indicated Tonnes t Au g/t Au ounces	Inferred Tonnes t Au g/t Au ounces
Upper	342,000 8.2	494,000	11.0	836,000 9.9 264,900	42,000 7.3 9,900
Lower	50,000 18.0	219,000	12.2	269,000 13.3 114,800	- - -
Other	- -	-	-	- - -	80,000 10.3 26,500
Total	392,000 9.4	713,000	11.4	1,106,000 10.7 379,700	122,000 9.3 36,400

Estimate of undiluted resource remaining at 31 December 2006 using a cut-off grade of 4.0g/t Au for resources confined to 1210mRL – 640mRL mine levels.
The resource estimate is inclusive of reserve.
The resource estimates set out in the above table were prepared under the supervision of Mr Paul Payne CPGeo, a Qualified Person 4. Variations may occur due to rounding. 5. Has not been depleted for ongoing mining operations since the estimation date of 31 December 2006.

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Table 2: Paulsens Deposit – Ore Reserves as at 31 December 2006[1, 2, 3, 4] (calculated as at February 2007)

Zone	Proven Tonnes t Au g/t Au Ounces	Probable Tonnes t Au g/t Au ounces	Total Tonnes t Au g/t Au ounces
Upper Lower Stockpiles	218,000 7.1 49,900 56,000 12.0 21,600 13,000 5.7 2,400	388,000 10.1 126,000 146,000 9.4 44,000 - - -	606,000 9.0 175,900 202,000 10.1 65,600 13,000 5.7 2,400
Total	287,000 8.0 73,900	534,000 9.9 170,000	821,000 9.2 243,000

Cut-off grade of 4.8g/t Au.
The reserve estimates set out in the above table were prepared under the supervision of Mr Neville Price and Per Scrimshaw. Qualified Persons
Variations may occur due to rounding.
Has not been depleted for ongoing mining operations since the estimation date of 31 December 2006

Table 3: Kamila Deposit - Mineral Resources Review – November 26, 2007[1,2,3,4]

Area	Cut-off	Resource	Grade	Contained Metals
	AuEq (g/t)	Class Tonnes (mt)	AuEq (g/t) Au (g/t) Ag (g/t)	AuEq oz Au oz Ag oz
Kamila pit	1.06	Indicated 2,182,000	6.45 4.81 116.88	453,000 338,000 8,199,000
	1.06	Inferred 17,000	6.96 5.20 125.63	3,800 2,800 67,800
Mercado pit	1.06	Indicated 109,000	3.18 2.06 80.2	11,000 7,200 278,000
	1.06	Inferred 0	0 0 0	0 0 0
In-pit total	1.06	Indicated 2,291,000	6.30 4.68 115.1	464,000 345,200 8,477,000
	1.06	Inferred 17,000	6.96 5.20 125.6	3,800 2,800 67,800
Outside-of-Pit	2.93	Indicated 269,000	6.02 2.66 239.8	52,000 23,000 2,074,000
	2.93	Inferred 16,000	6.37 2.60 268.7	3,300 1,300 138,000
Total Resource:		Indicated 2,560,000	6.27 4.47 128.2	516,000 368,200 10,551,000
In-pit and Outside pit		Inferred 33,000	6.69 3.86 194.0	7,100 4,100 205,800

Information in the above table is based on information provided by a Qualified Person and contained in the report “Casposo Gold Silver Project - Mineral Resource Update”, November 2007. Richard Kilpatrick, P.Geol, Principal Geologist, (AMEC, Oakville).
*AuEq has applied total costs of US$20.50/t for open pit (incremental mining, processing, G&A), and US$56.58 for underground (mining, processing, G&A),metal prices of US$650/oz Au & US$11/oz Ag,selling costs of metal US$9.41/oz Au & US$0.567/oz Ag metal recoveries of 93.7% Au and 80.6% Ag.
silver:gold ratio of 71.4:1.
Rounding has been applied to the values in this table

Table 4: Kamila Deposit - Summary of Probable Reserves as at March 30, 2007[1, 2, 3, 4]

Mining Area	Reserves ‘000t	Grade	Contained Metal
		Au g/t Ag g/t Au Eq g/t	Au ounces Ag ounces Au Eq ounces
Kamila open pit	1,188	5.61 92.6 6.77	214,427 3,538,323 258,656
Kamila underground	439	3.31 191.7 5.70	46,638 2,704,631 80,446
Mercado open pit	80	2.19 93.5 3.36	5,647 241,173 8,661
Low grade ore (stockpile)	84	1.25 24.9 1.56	3,377 67,577 4,222
Total	1,791	4.69 113.8 6.11	270,089 6,551,704 351,985

All reserves are in the Probable category.
Au/Ag ratio = 77:1.
Information in the above table is based on information provided by Qualified Persons and contained in the report “Casposo Project - San Juan, Argentina - Technical Report on Feasibility Study” William Colquhoun, FSAIMM, Gary Taylor, P. Eng., Rodrigo Marinho, CPG, AIPG and Armando Simon, R. P. Geo. MAIG, March 30, 2007, lodged on ASX on 7 June 2007, www.asx.com.au and on SEDAR, 5 June 2007, www.sedar.com).
Variations may occur due to rounding.

General Information for the Meeting | Page 37

Summary Description of the Business

The following is a summary of the principal properties of the Corporation:

Paulsens Gold Mine, Australia

The following summary of the Paulsens Gold Mine has been prepared by William McGuinty, the Qualified Person on the project. For additional information on the Paulsens Gold Mine, please see the technical report titled “Combined Report for Resource and Reserves for the Paulsens Gold Mine, Pilbara Western Australia” as at December 31, 2006 dated February 16, 2007 by Paul Payne of Resource Evaluations Pty Ltd and Neville Price and Per Scrimshaw of Creative Mined Enterprises, being Qualified Persons (the “Paulsens Report” ). The Paulsens Report is available for viewing under the Corporation’s profile at www.sedar.com and is incorporated herein by reference in its entirety. The information in the estimates is reported on the basis of mine information available to December 31, 2006.

The Paulsens Gold Mine is located in the Pilbara region of Western Australia, approximately 180 kilometres west-northwest of Paraburdoo and 6 kilometres north of the sealed Paraburdoo-Nanutarra highway. Access to the site is through a gravel road that connects to this highway. Commercial flights operate daily from Perth to Paraburdoo and two charter flights each week service the mining operation.

The Paulsens deposit lies within the Wyloo Dome, a west northwest trending anticlinal and domal structure. The mineralization occurs as lodes developed predominantly along the hanging wall and footwall contacts of a massive quartz vein. The lodes are termed the Upper and Lower Zones respectively. The vein is hosted within argillites and sandstone of Achaean age.

The current operation at the Paulsens Gold Mine commenced in late 2004 with the development of an underground mine. A conventional CIL treatment plant with nominal capacity of 250,000 tonnes per annum was commissioned during 2005. Since commencement of operations to December 31, 2007, approximately 814,000 tonnes of ore has been processed at a grade of 7.7g/t at 94% recovery for 189,000 ounces of fine gold. The mine and processing plant are currently operating at approximately 325,000 tonnes per annum throughput rate.

A resource estimate for the Paulsens Gold Mine (as at 31 December 2006) was completed in February 2007 by Paul Payne of Resource Evaluations Pty Ltd using surface core holes, surface RC holes, underground core holes and development faces. Resource Services Group (RSG) and Golder Associates Pty Limited (Golder) have both conducted independent reviews of the sample preparation, analysis and quality control of the surface drill holes used in the resource estimation. Sampling and assaying procedures were considered satisfactory. RSG concluded that the analytical data was within acceptable industry standards.

The mineralisation was interpreted on cross sections and in three dimensions with all boundaries aligned or “snapped” to true sample positions. Wireframes were then created for each mineralised zone and were used as hard boundaries for grade interpolation. The inverse distance squared (“ID[2] ”) algorithm and 1m length composite samples were used. High grade cuts were applied to the 1m composite data prior to grade estimation. Cut values of 100g/t, 70g/t, and 50g/t were used for the Lower, Upper, and Other Zones respectively.

Creative Mined Enterprises was commissioned by the Corporation to provide an independent Ore Reserve estimation for the Paulsens Gold Mine. The work was carried out by Neville Price and Per Scrimshaw both of whom are Competent Persons as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. The independent resource estimate completed by Resource Evaluations Pty Ltd (ResEval) forms the basis for 31 December 2006 Reserve estimate. All stopes and stockpiles were subjected to an economic evaluation based on historical site fixed costs and contractor/site variable costs. Revenue was based on a gold price of USD620 and AUD to USD exchange rate conversion of 0.758. Costs were based on a mill throughput of 300,000tpa and process recovery of 95.3%.

The Paulsens Gold Mine is an operational site. All government permits and licenses and statutory approvals have been granted. No risk factors have been applied to the mining rate. A dilution factor equivalent to 0.5 m was applied to both the foot wall and hanging wall of stope boundaries. A mining Recovery Factor of 96% of the stope shapes was used for the Upper Zone while a mining recovery factor of 93% was used for the Lower Zone. A pillar factor of 10% was applied to the stope shapes. Measured Resources have been converted to Proven Ore Reserves and Indicated Mineral Resources have been converted to Probable Ore Reserves subject to mine design physicals and an economic evaluation.

The Mineral Resource estimate and the Ore Reserve estimate for the Paulsens Gold Mine as at December 31, 2006 are both set out herein under the heading “Information Concerning Intrepid - Mineral Reserves and Mineral Resources” on page 36 of the Circular.

The December 2006 resource and reserve statements described in the above paragraphs are the current statements for the operation. No specific resource exploration programs were undertaken in 2007. Resource and reserve statements (updated to 31 December 2007) will be compiled in the first quarter of 2008 taking into account 2007 mining depletion and development in as yet unmined areas.

Potential remains to incorporate additional resources into the Paulsens Gold Mine. Mineralisation of the Upper Zone remains open at depth and warrants further exploration. Lateral potential exists along the Melrose fault which hosts

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Satellite the Apollo Zone which also remains open at depth. Recent conceptualisation of the Paulsens East target as a faulted offset of Apollo also warrants drilling and forms the basis of 2008 exploration planning. A narrow but high grade lode known as Lower Zone West is currently being successfully stoped by handheld methods when mechanised methods did not prove economic, and further similar areas within the immediate mine area also warrant investigation for possible conversion to reserve.

Casposo Project, Argentina

The following information has been prepared by Mr. William McGuinty, the Qualified Person for the Casposo Project. For further information on the Casposo Project, please see the technical report titled “An Updated Report of Exploration Activities for the Casposo Property Department of Calingasta, San Juan Province, Argentina, December 2006” dated March 29, 2007. The Casposo Report is available for viewing under the Corporation’s profile at www.sedar.com and is incorporated herein by reference in its entirety.

In July 2002, IMC signed an option to purchase a 100% interest in a 35km[2] mining lease known as Kamila by making certain option and royalty payments. This property and several exploration licenses are known as the Casposo Project and lie within the Cordillera Frontal, San Juan Province, Argentina. The property was acquired because it comprised a drill defined gold-silver mineral deposit known as the Kamila zone. In February 2006, IMC completed its acquisition of the property, transferring title to its branch office in San Juan, Argentina and registering its title in the mining cadastre in that province.

This gold-silver deposit is hosted by silicified and sericitized felsic volcanic and propylitically altered rhyolitic and andesitic rocks. These rocks are Permian to Jurassic in age. The deposit is a low sulphidation epithermal system, developed within a NW/SE second order basin, or structural corridor, that has undergone associated sinistral displacement and block faulting. Since 2002, the Corporation has conducted continuous exploration of the Casposo Project. This work has entailed mapping, extensive channel sampling, geophysics and diamond and reverse circulation drilling. In addition to exploration the Corporation has undertaken metallurgical testing of the mineralized vein systems, resource estimation, preliminary assessment and feasibility studies, environmental baseline monitoring programs and has completed an Environmental Impact Assessment.

In July of 2003, Mr. Eugene Puritch completed a Mineral Resource Estimate on the Kamila zone using data compiled from IMC and the previous explorer. The resource estimate in this report was based on a silver to gold equivalence of 90:1 using recovery factors of 94% and 81% respectively for gold and silver. The resource was modelled at various internal cut-off grades using metal prices of US$ 350 per ounce gold and US$ 4.50 per ounce silver. The preliminary open-pit resource, calculated at an internal cut-off grade of 1 g/t gold equivalent reported 246,000 tonnes of indicated resource at a grade of 7.74 g Au/t and 105g Ag/t (a gold equivalent grade 8.91g/t). The study also identified an inferred resource of 1,977,500 tonnes at a grade of 4.06 g Au/t and 87.8 g Ag/t (a gold equivalent grade 5.04g/t).

In 2004, Puritch developed a new resource estimate for the Kamila-Mercado deposit using additional information from subsequent exploration work. At a gold equivalent cut off of 1.4 g/t, the new resource contained 138,800 ounces of gold and 2,177,900 ounces of silver in the indicated category, in addition to 225,900 ounces of gold and 7,004,100 ounces of silver in the inferred category. Recovery and economic factors derived from the Preliminary Assessment conducted by Buck in 2004 were applied including stated recoveries of 94% for gold and 74% for silver at a gold price of US$350 per ounce and silver price of US$5.00 per ounce. One ounce of recoverable gold is equivalent to 89 ounces recoverable silver based on these recoveries. Processing and G&A costs of US$13.50 and US$2.80 respectively were also used for this estimate.

A Preliminary Assessment Study of the Kamila deposit was undertaken in 2004 by Mr. Malcolm Buck and was based on a compilation of mining cost information and metallurgical test results obtained by IMC and the application of mining parameters to the mineral resource at Kamila. Mr. Buck’s 2004 study identified a potential diluted mineable resource for an open pit mine operation with a conventional processing plant that was estimated to contain 752,000 tonnes grading 5.26 g/t Au and 79.8 g/t Ag of indicated resources and 1.3 million tonnes grading 4.59 g/t Au and 110.8 g/t Ag of inferred resources. The study’s conclusions also prescribed a mining and processing rate of 1,200 tonnes per day with a proposed gravity concentration, leach and Merrill-Crowe flow sheet for the processing plant. The plant would provide recoveries of approximately 94 and 74 percent for gold and silver respectively as projected from bottle roll leach tests.

A key event for the Casposo Project was the announcement in November 2005 that IMC would move forward with the commissioning of Phase I of a feasibility study for the Kamila Deposit. The decision was based on results of the Preliminary Assessment Study received in 2004. To follow-up this work, IMC commissioned AMEC Peru, to undertake a feasibility study for the Kamila Deposit. The purpose of this feasibility study is to advance the Kamila Deposit to the development stage with AMEC providing the initial metallurgy, geotechnical investigations, mining method selection, facilities siting, financial modelling, environmental and social review services and an audit of the deposit’s mineral resource and reserves. Environmental and social baseline and impact studies were contracted to Knight Piesold with offices in Argentina and Chile. Both of these studies were completed in 2007 and the Environmental Impact Assessment Report for the Casposo Project was presented to the San Juan authorities in late June 2007. Intrepid received its approved Environmental Impact Statement from the government of San Juan on December 19, 2007. The results of the feasibility study are set out below.

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AMEC Feasibility Study - Casposo Project, March 2007

In December 2005, IMC commissioned AMEC (Peru) S.A. to be the prime consultant for the Phase II feasibility study (the “Feasibility Study”) to be undertaken on the Casposo Project and commissioned delivery of environmental baseline and Environmental Impact Assessment studies to Knight Piésold S.A. (Chile) with support from several independent consultants to the Corporation. The Feasibility Study addresses the mineral resource and reserve, mine plan, processing and support facilities, site access, environmental, social and closure plans, capital and operating costs and project execution. The Feasibility Study is focused on the Kamila and Mercado zones within the Casposo Project area.

The following information is extracted from and is qualified in its entirety by the more detailed disclosure in the technical report titled “Casposo Project, San Juan, Argentina, Technical Report on Feasibility Study” dated March 30, 2007” by William Colquhoun, FSAIMM, Gary Taylor, P. Eng., Rodrigo Marinho, CPG, AIPG and Armando Simon, R. P. Geo. MAIG of AMEC Americas Limited, being Qualified Persons (the “Feasibility Report”). The Feasibility Study is available for viewing under the Corporation’s profile at www.sedar.com with entry dated June 5[th] , 2007 and is incorporated herein by reference in its entirety.

Note: Information presented is developed from economic analyses predicated on costs and pricing for materials and services and for gold and silver prices determined in the last quarter of 2006. A production decision at the Casposo Project will require a new economic analysis and implementation plan which reflects cost increases and inflation, significant metal price increases and inclusion of new parameters related to the development of the Casposo Project including the co-investment in construction of a power line to the region of the mine and environmental and social benchmarks established under the project’s Environmental Impact Statement. New work on resources and mining optimization will also be required.

Geology and Resource Modelling

Gold and Silver mineralization in the Kamila and Mercado zones is structurally controlled and occurs in crustiform-colloform quartz veins and stockworks hosted in andesites and rhyolites. These structures are developed along a nearly 2 km long, 500 m wide north-west trending belt. Minor amounts of arsenopyrite and stibnite occur in the stockwork zones that are developed adjacent to the gold-bearing veins.

Alteration is also structurally controlled and characterized by strong to pervasive silicification in rhyolites. Wallrock alteration varies from argillic in rhyolites to propylitic in andesites. Banded quartz-calcite veins with lattice bladed textures are common in andesites. The Corporation classifies the Kamila zone as a high-level, low-sulphidation epithermal, preciousmetal enriched deposit with bonanza grades typical of boiling zones within this deposit type.

Resource and Reserve Classification, March 2007

AMEC audited the Corporation’s available geological data and resource model to confirm it met industry standards and was adequate for a feasibility study. No material issues were identified with the Kamila or Mercado resource estimates.

Total audited Indicated Mineral Resources at the Kamila and Mercado deposits within the Casposo Project are 313,278 ounces of gold and 8.2 million ounces of silver, contained in 2.2 million tonnes grading 4.46 grams per tonne gold and 116 grams per tonne silver, at a cut-off grade of 1.4 grams per tonne gold equivalent.

The estimate provided for the Feasibility Study is based on 130 core holes, 70 trench and channel samples and five pit samples. Fifteen holes were drilled in the deposit after the resource estimate deadline, as extensions to mineralized zones at Kamila. These holes cut mineralized intersections peripheral to the defined Kamila resource and were assessed in the Resource Review and Update conducted in November 2007 and detailed in a later section of this Circular.

Based on the Feasibility Study, the Kamila deposit is to be mined as both an open pit and underground operation. The overall open pit Probable Mineral Reserves are estimated to be 1,352,000 tonnes at a grade of 5.14 grams per tonne gold, 89 grams per tonne silver, (6.25 grams per tonne gold equivalent). The Mineral Reserves for the open pit were calculated separately for the Kamila Main, Kamila SE and Mercado open pits.

The underground Mineral Reserves are estimated to be 439,000 tonnes at a grade of 3.31 grams per tonne gold, 192 grams per tonne silver (5.70 grams per tonne gold equivalent). All the underground Mineral Reserves are in the Probable category. Underground Mineral Reserves have been calculated for the Kamila deposit only.

The cut-off grades used for the reserve estimation in the Feasibility Study were based on assumed gold and silver base metal prices of US$450/oz and US$7/oz respectively. During the finalization of the study prevailing metal prices had continued to increase and the assumed base case gold and silver metal prices used for the economic evaluation were US$500/oz and US$8.50/oz. Based on AMEC´s analysis, at these higher prices there is potential for a marginal increase in the reserves and it is recommended that during detailed design the reserve estimate is reviewed and updated as required. Please see Table 4 under Information Concerning Intrepid – Mineral Reserves and Resources on page 37 of the Circular.

Project Economics of the Kamila Zone

Based on the Feasibility Study (effective date February 2007) key assumptions, project parameters and a base gold price of US$500 per ounce and US$8.50 per ounce for silver, an internal rate of return (IRR) after taxes of the Kamila deposit at the Casposo Project is estimated at 15 percent as highlighted in the price sensitivity analysis below. At recent metal prices the

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IRR ranges up to 40 percent at US$650 per ounce of gold and US$12.85 per ounce of silver. A range of sensitivities to commodity prices is provided below.

Project Economics – Internal Rate of Return (IRR)

IRR	IRR	8.14	8.50	9.48	10.16	10.83	11.50	12.17	12.85
	650.00	32.0%	32.6%	34.3%	35.5%	36.6%	37.7%	38.8% 40.0%
	625.00	29.2%	29.9%	31.7%	32.9%	34.1%	35.2%	36.3%	37.5%
	600.00	26.5%	27.2%	29.0%	30.2%	31.5%	32.7%	33.8%	35.0%
	575.00	23.8%	24.5%	26.3%	27.5%	28.8%	30.0%	31.2%	32.4%
	550.00	20.9%	21.7%	23.6%	24.9%	26.1%	27.3%	28.6%	29.8%
Au Price (US$/oz)	525.00	17.4%	18.4%	20.8%	22.2%	23.5%	24.7%	25.9%	27.2%
	500.00	13.7%	14.8%	17.5%	19.2%	20.7%	22.0%	23.3%	24.6%
	475.00	10.0%	11.1%	13.9%	15.7%	17.5%	19.2%	20.6%	21.9%
	450.00	6.2%	7.3%	10.2%	12.1%	14.0%	15.8%	17.5%	19.3%
	425.00	2.3%	3.4%	6.4%	8.4%	10.3%	12.2%	14.0%	15.8%
	400.00	-1.8%	-0.5%	2.6%	4.7%	6.7%	8.6%	10.5%	12.3%

Capital Cost Estimates

The capital cost to production, including working capital and contingency, is estimated at US$45.5 million, detailed as follows. Not included are estimated sustaining costs of US$2.2 million.

	Cost
Description of Capital Cost Items	($000)
Mine facilities	2,465
Process facility	19,251
Site and services	7,998
Tailings and waste rock management	1,250
Ancillary facilities	1,883
Indirect costs	6,639
Owner costs	1,243
Sub-total	40,729
Contingency (12%)	4,738
Total Capital Cost	45,467

The engineering and construction schedule will cover a period of 15 months from the scheduled project approval date to assure completion of detailed engineering, construction and pre-operations readiness of facilities and to assure delivery of long arrival date, specialized mining and milling components. The capital cost is based on all new equipment, however the 15 month schedule assumes a used ball mill and generator equipment will be procured, resulting in some further potential capital reduction opportunity.

Operating Costs

Operating costs include all costs required to process 1,000 tonnes per day of ore including normal surface and underground mine development and extension of principal underground mine ramps and raises. The life of mine total operating costs, including mining, processing, and general and administration, are projected to be US$47.34 per tonne of ore milled or US$248 per ounce of gold equivalent and US$168 per ounce of gold net of silver credits.

The Casposo mine is projected to produce 40,000 oz of gold and 1.2 M oz of silver annually from a 1000 t/d processing facility employing a two stage mobile crushing circuit, a ball mill grinding circuit, a gravity circuit, Counter Current Decantation (CCD) and filtration washing and dewatering, and a Merrill Crowe circuit. The crushing plant and mill are designed to operate 365 days a year on two and three shifts, of eight-hours, respectively. Forecast gold production increases from 55,000 oz in year one to a peak of 74,000 oz in year two and then gradually decreases to approximately 28,000 oz in year five. Silver production is forecast to gradually increase from 0.640 M oz in year one to a peak of approximately 1.876 M oz in year four and then declines in year five to 1.168 M oz. Low grade ore produced during the mine life will be stockpiled and processed for about three months after mining operations are completed during year five.

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Annual Operating Cost, US$000

							Total Cost		US$/oz net
					Open Pit	Underground	US$/t	US$/oz	of silver
Year	Mining	Processing	Admin	Total	US$/t mined(1)	US$/t mined(2)	milled	AuEq(3)	credit(4)
1	8,541	6,969	2,437	17,946	2.10	0	50.43	302	275
2	7,028	7,139	2,437	16,603	2.47	0	45.49	185	123
3	10,474	7,258	2,437	20,169	2.89	42.99	55.26	249	153
4	8,917	7,282	2,437	18,636	3.24	26.66	51.06	273	147
5	3,596	6,155	1,693	11,445	2.38	12.66	33.62	262	153
Total	38,556	34,772	11.439	84,798	2.36	28.07	47.34	248	168

Notes:

(1) Open tonnage mine – including ore + stockpile + waste (2) Underground tonnage mined – ore only

(3) Gold $500 / oz, Silver $8.50 / oz

(4) Silver $8.50 / oz net of cost of silver sales

Mining Method Selection

At the outset of the Feasibility Study AMEC conducted a trade-off study to evaluate mining of the Kamila deposit by either all open pit, all underground or a hybrid combination of both methods. From this study, the hybrid case was selected as the mining method option for mining the Kamila deposit for the Feasibility Study.

The open pit and underground interface was determined by using computer generated Whittle optimization. In order to maximize mineable resources and at the same time to constrain increasing mining costs, an open pit mining ‘shell’ with a revenue factor of 1.72 was selected as the pit from which to select the open pit/underground interface elevation for Feasibility Study design. This resulted in the selection of an approximate open pit/underground interface at the 2400 metre above-sea-level elevation.

Near surface the Kamila deposit is located within a hill with steep slopes on all sides. The top of the hill within the pit perimeter is at 2550 m el while the base of the hill is at approximately 2450 m el. The final pit bottom is at 2400 masl. so essentially 100 m vertical of the hill will be removed by mining before the pit extends another 50 m to the final pit bottom.

Below the base of the Kamila main open pit at 2,402 metre elevation the ore will be extracted by underground methods. Access to the underground operation will be by a 4.6 m wide by 4.5 m high ramp from surface. The ramp will have grade of -15%, a total length of 1248 m and will extend to a vertical depth of 180 m from surface. The mining method will be Longhole Sublevel Retreat, a bulk mining method that will provide for moderate operating costs and good production rates, both of which are essential given the modest grades in the underground zone

Metallurgy and Process Design

The process flowsheet selected to process Casposo ore will use conventional primary jaw and secondary cone crushing, ball milling, gravity concentration for coarse gold and silver, cyanide leach, counter current decantation and washing and dewatering of tails by belt filtration. Gold and silver will be recovered by standard Merrill Crowe zinc precipitation and smelted to produce doré bars. The leached tailings, following filtration to recover precious metals, will be washed and rinsed on the same belt filter to remove cyanide. The cyanide wash solution will be collected for the destruction of cyanide using the conventional SO2/air process. The detoxified solution is recycled to the belt filter as wash solution. This will minimize the fresh water requirements for the process. Filtered tailings will be trucked to a lined tailings management facility and stacked in compacted lifts.

The ore consists of relatively compact and siliceous quartz vein rock and ore hardness testing across the deposit has indicated it is consistently hard. Based on the base gold and silver price parameters used in the feasibility study and grindrecovery sensitivity test work, AMEC has estimated a relatively coarse primary grind of 105 µm (150 mesh) to be the most economical target grind. The washed, rinsed and filtered tailings will be transported by haul truck to the tailings management facility (“TMF”) where they will be dumped, contoured and packed to form a dry stack.

Waste Materials Production Schedule

The Casposo Mine Project will generate an estimated 10 Mt of waste rock. About 2.0 Mt of the mine waste rock is currently planned for use in road construction, in-pit disposal and underground backfill. On this basis the waste rock dump in this Feasibility Study is designed for 8.0 Mt. Annual waste rock generation will range from about 0.8 Mt to 2.3 Mt over the planned five-year mine operating life, with an additional 0.5 Mt estimated from pre-production stripping work.

The planned Casposo processing plant will generate 1,000 t/d of tailings over its estimated five-year operating life, resulting in some 1.8 Mt of tailings solids to be permanently stored in the TMF.

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Tailings Disposal

Several disposal options contemplated for the mine tailings. Comparison of the relative estimated costs (capital, operating and closure), environmental considerations, water management options, storm runoff, site seismicity factors and closure requirements resulted in filtered tailings being selected as the preferred disposal option. The preferred strategy for managing the tailings is to develop the dry-stacked filtered tailings deposit as a separate TMF that abuts the east side of the WRD. It will be provided with a geomembrane liner over the prepared foundation surface. Select waste rock will be used to plate the side slopes and working platform of the dry stack as required to reduce dusting and to advance progressive TMF closure.

Environment

During 2006 monthly baseline monitoring (meteorology, water quality, hydrology, air quality), seasonal (flora and fauna, limnology and ichthyology) and special studies (geomorphology, seismicity, soils, landscape), was conducted by Knight Piésold, which extends monitoring previously initiated by the Corporation.

In general and despite the severe seismic classification of the Province of San Juan, records indicate the Casposo Project is located in an area of low seismic density. Its climate is desert dry, with a low median annual rainfall and high net evaporation rates. Consequently, precipitation that can originate runoffs from the waste dump and tailing deposit will be very low and high evaporation rates are also favourable for avoiding acid generating conditions and according to ARD geochemical test work, practically 90% of the waste rock is not producer of acid rock drainage.

The Casposo Project is not located close to a water body. The Quebrada Vallecito and Quebrada del Potrerito are the two main streams relatively near to deposit area. Rivers and streams, during the whole study period, have alkaline characteristics with average pH values between 7.48 and 8.18. No major impacts are expected on water quality and quantity since the process water will be reclaimed to operations, and mitigation measures to prevent infiltration of components related to the metallurgical process have been considered.

Project Implementation

After acceptance of the Feasibility Study Intrepid will assign an Owner’s Representative and select an EPCM contractor to undertake the engineering, procurement and construction management. The EPCM contractor will undertake the design of the project facilities and work with the specialist environmental consultant on the issuing of permits.

Most equipment and materials will be procured from sources within North and South America. All efforts will be made to purchase locally where possible and practical to do so. Intrepid will purchase as much of the capital equipment and materials as possible rather than leave it to the contractors. Engineering and construction management expediters will maintain contact with all suppliers to maximize their performance. The use of third party inspection and expediting services will be used where appropriate to minimize the cost of expediting and inspection.

It is planned to employ contractors from San Juan Province and investigations indicate that there is a great interest and ability among contractors. Their experience has been generally associated with the mining and agricultural industries and cement manufacturing plants and their labour pool is conversant with the trades needed to build the facilities. The contracting opportunities have improved with the recent development of the Veladero, Gualcamayo and Pascua Lama deposits in the San Juan region.

Exploration for Extensions to the Kamila Deposit

Subsequent to completion of the database for the Feasibility Study, a total of 3,315 metres of core drilling was undertaken in programmes which were concluded in May 2007. Of particular note are very strong values in intercepts obtained from drill hole CA-07-200, which intersected 7.0 metres of 9.02 grams per tonne gold and 338 grams per tonne silver at shallow depth along the proposed Kamila Main pit wall. This additional near surface information will be used to reconsider pit design in the initial year of mining. Drill holes CA-07-205 intersected 4.3 metres of 4.18 grams per tonne gold and 256 grams per tonne silver from 116.20 metres to 120.50 metres, and CA-07-216 intersected 3.0 metres of 8.60 grams per tonne gold and 579 grams per tonne silver from 109.80 metres to 112.80 metres. Both intercepts test down dip extensions of a new section of the Inca vein defined by drill holes CA-06-183, 184, 197 in September of 2006. This new upper section of the Inca vein is located 30-40 metres outside of the current pit wall boundary and extends below the current pit floor elevation. Other holes completed in the recent programme (CA-07-202 to 204, 206 to 209), show continuity of the Inca vein as it extends to the southeast and to depths where underground mining present a solution to access this mineralisation.

This information, along with quality control and survey data was supplied to AMEC Americas Limited in August to be incorporated into the resource model for Casposo. IMC requested only resource information be completed at this time. Reserve estimation would involve redesign of pit and underground workings which is more appropriately left to the detailed mine design process anticipated with starting EPCM activities in early 2008.

AMEC Resource Update Study - Casposo Project, November 2007

In August 2007, IMC commissioned AMEC Americas Limited to conduct a resources review and update for the Casposo Project. the study was delivered to IMC in November 2007 in a report titled “Casposo Gold-Silver Project, Mineral Resource Update.” The report was prepared for IMC for planning and projection purposes only by Qualified Persons and

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contained in the report “Casposo Gold Silver Project - Mineral Resource Update”, November 2007. Richard Kilpatrick, P.Geol, Principal Geologist, (AMEC, Oakville) directed the mineral resource update. Please see Table 3 under Information Concerning Intrepid – Mineral Reserves and Resources on page 37 of the Circular.

Information presented herein is developed from technical and economic analyses predicated on cost increases considered reasonable in world markets for pricing for materials and services and for gold and silver prices determined to be applicable under good reporting practice. A production decision at the Casposo Project will require a new detailed economic analysis and implementation plan which reflects actual cost increases and inflation, significant metal price increases and inclusion of new parameters related to the development of the Casposo project including the co-investment in construction of a power line to the region of the mine and environmental and social benchmarks established under the project’s Environmental Impact Statement. New work on resources and mining optimization will also be required.

The Resource Update indicates an increase of approximately 97,000 oz (23%) of gold equivalent in the Kamila deposit’s global indicated mineral resources, comprising 55,000 ounces of gold and 2,396,000 ounces of silver. This represents an increase to 368,000 and 10.6 million ounces of gold and silver respectively in the Indicated category at an average grade of 6.27 grams per tonne gold equivalent (g/t AuEq). Please see Table 3 under Information Concerning Intrepid – Mineral Reserves and Resources on page 37 of the Circular.

The Resource Update has provided a significant increase to the size and extent of the Inca Vein located on the northern limit of the main Kamila Pit. Mining of this new resource area will require design of a broader open pit. The new additional Inca Vein mineralization also extends to depth and may allow for a deepening of the contemplated pit operation to access areas initially designed to mine the deep Aztec Vein via underground methods. New volumes of both waste and ore will be more completely defined in future mining optimization and reserve estimations. Such optimization will also include a tradeoff study of final pit floor elevation and transition to underground mining.

AMEC determined the new resource estimate by developing certain new considerations and drawing from information in

the March 2007 Feasibility Study. These values include:

♦ New metal prices of US$650 per ounce gold and US$11 per ounce silver and new gold and silver sell costs of US$ 9.41 and US$ 0.567 per ounce respectively;
♦ Gold and silver recoveries of 93.7% and 80.6% respectively from work completed in the Feasibility study;
♦ New costs applied to the definition of mineral resources:
Mining: $0.84/t for open pit and $29.47/t underground;
Process Costs: $15.30 for open pit and $20.40 underground;
G&A Costs: $4.36 for open pit and $6.71 underground.

From this information AMEC determined a new silver:gold equivalency of 71.4:1.

AMEC was asked as part of the resource update to evaluate how much of the updated resource was a result of new mineralized material added via drilling as compared to increase in resources which could be ascribed to increased metal price only. AMEC has determined that approximately 85% of the incremental increase in resource ounces is attributed to new mineralized volumes of material defined by extension drilling. The 3 main mineralized zones remain open at depth. Approximately 15% of the additional resource in the Kamila deposit can be attributed to the change in metal prices, updating gold and silver prices per ounce from US$450 and US$8.50 to US$650 and US$11 respectively. This relatively small increase in ounces by price increase is a reflection of the robust grade of the resources as initially defined in the Feasibility Study and the well defined nature of veins and the vein domain boundaries.

AMEC conducted the Resource Update by defining potentially mineable ‘in-pit’ material using a Whittle pit shell with a cutoff grade of 1.06 g/t AuEq and identifying ‘Outside-of-Pit’ material using a cut-off grade of 2.93 g/t AuEq. Outside-of-pit material is largely located below the Whittle pit shell within the main Kamila vein domains and extensions to these. This Outside-of-Pit material has the potential to be accessed by underground mining methods as contemplated in the Feasibility Study however new underground mine design to access this material was not contemplated in this Resource Update. Pit optimization and underground mining design to generate a new mineral reserve statement will be undertaken prior to the commencement of construction at the mine.

Additional Milestones for the Casposo Project – 2007

On December 19, 2007 the Corporation announced the receipt from Jose Luis Gioja, Governor of the Province of San Juan of the Casposo Project Environmental Impact Statement (Declaración de Impacto Ambiental or ‘DIA’). The DIA provides the operational standards and guidelines for the development of the Kamila and Mercado gold-silver deposit on the Casposo Project. In addition, the Corporation signed three Agreements which are derived from conditions established in the DIA relating to energy, community development and capacity building.

The DIA is based on the Corporation’s Environmental Impact Assessment and the resulting Environmental Impact Report (EIR) a document compiled and completed by Knight Piésold Argentina Consultores S.A. with significant contributions from

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local specialists with provincial, national and international experience. The EIR Study was prepared for the mining operation developed in the previously described Feasibility Study submitted to IMC by AMEC Peru S.A. in March, 2007.

Review of the Environmental Impact Assessment (EIA) by Provincial Authorities began on June 29, 2007 and the study has been subject to an extensive stakeholder review by government agencies and the general public including input from the town of Calingasta. The EIA review process by the Government has been thorough and the environmental undertakings by the Corporation comply fully with relevant international standards. The government evaluation was led by the CEMAM, a multi-sectoral evaluation committee, designated by the San Juan Government. On September 14, the CEMAM completed its revision of the Casposo EIR and their report was delivered to the Secretary of Mines. Public disclosure of the EIR and response to public observations was a fundamental part of the completed EIR review process. In addition to the formal public disclosure process, the Corporation has kept copies of the EIR available for public review in its offices in San Juan and Calingasta since July.

A production decision at the Casposo Project will require a new detailed economic analysis and implementation plan which reflects actual cost increases and inflation, significant metal price increases and inclusion of new parameters related to the development of the Casposo project including the co-investment in construction of a power line to the region of the mine and environmental and social benchmarks established under the project’s Environmental Impact Statement

Infrastructure and Training Agreements

Three agreements were signed with the Province of San Juan related to the development of the Casposo mining operation and to its socio-economic impact on the Department of Calingasta. Similar agreements are in place with all metal mining companies in the province, underscoring the San Juan government’s commitment to making mining work for the benefit of its host communities.

The most significant agreement will see the future Casposo mine and the majority of the homes and businesses of approximately 8,000 inhabitants of the Department of Calingasta connected to the national power grid, replacing both the diesel powered generation plant currently used by the community and the 5 megawatt diesel plant that was planned for the mine during the feasibility study. The agreement calls for the Corporation to invest a total of US$ 14.5 million dollars in the power line with US$ 8 million as capital during the construction process and US$ 6.5 million in staged payments over years 2 to 5 of the Casposo operation.

The AMEC Feasibility Study estimated energy requirements for the Casposo Project based on stand alone power. The first phase of mining and milling from open pit operations will demand the use of three diesel power generators capable of supplying 1,000kVa each of constant power at constant load. For the underground mine development phase later in the mine life, an additional generator will be required.

During the review of the EIR by the Province of San Juan, representatives of the provincial power authority and government presented a proposal the Corporation would contribute to a power line construction project for the region, becoming a principal user of the grid and assisting with electrification of the larger community. The opportunity for the Corporation to co-invest with Province of San Juan in this hydro-electric network as part of the development of the Casposo Project has been evaluated by Intrepid and this investment would appear to provide some savings to the designed 5 year operation of the mine and significantly improved economic performance should additional reserves be defined in the future. The national power grid solution also provides a protection against uncertainties in the fuel market and reduced impact on the local environment. However, the construction will require an increase in project capital which will require financing along with mine construction.

The second agreement is for an Infrastructure Trust which will be funded by the Corporation through a percentage of gross sales. The fund will receive 1% of gross sales from the first two years of operations and 1.5% thereafter. Administration of the fund will be jointly managed by the Corporation and the Province of San Juan and be directed to development of roads, water, health, education, agriculture, tourism and mining activities which will promote sustainable development objectives in the Department of Calingasta. Intrepid’s participation in the administration of this fund will be governed by a Corporate Social Responsibility project being developed with the community.

The final agreement signed is a training and capacity building agreement with the government and the University of San Juan which will begin the process of preparing a local workforce for a range of activities related to mining operations at Casposo. These programs will be delivered through the General Manuel Savio technical school in Calingasta.

Intrepid will be moving quickly in the new year to obtain the sectoral permits needed for the mining operation and to formally establish all protocols and reporting standards described in the DIA.

Casposo Continuing Exploration

Julieta Prospect

2,637 metres of core drilling was completed at the Julieta vein in 2006. Ten holes were completed in the first quarter of the year and 21 holes were completed June. The Julieta vein structure is an important low-sulphidation quartz-calcite vein system located parallel to and roughly on-strike with the Kamila-Mercado vein system, 4km to the SE. The vein system is considered an attractive target for the potential addition of resources to the Kamila Mine project.

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The lithologies exposed at this showing are stratigraphically higher than those at Kamila. The structure is exposed over 800m along strike, with an average width of about 1.7m and a maximum of 5m. There are suggestions of vein extensions north and south under scree and talus cover which suggest a total possible length of 2,000m, but the system seems to be weakening in these directions with diminishing widths and grades at surface. The core of the vein system contains local high gold values and very high silver values.

Drilling in early 2006 targeted portions of the vein system at 10 - 40 metres vertical depth and later continuation of drilling intersected veining at greater depths to 70 m vertically. Drilling was generally arrayed on nominal 65 m spacings. Holes intersected the principal Julieta vein over core lengths of 0.65 to 11.65 metres to vertical depths of approximately 70 metres. When the Julieta vein was intersected, values ranged from 2.35 g/t gold over 4 metres to a best intercept of 6.4 g/t gold over 8.45 metres. The highest value obtained was at surface grading 68 g/t gold over 1.2 metres.

New exploration work is planned for the Casposo property in 2008 including continued resource drilling at Kamila and resource development drilling at Julieta.

Other Exploration Activities

In addition to the properties described above, the Corporation has interests in the following additional properties:

Paulsens Exploration Property

The following information has been prepared by Mr. William McGuinty, the Qualified Person for the Paulsens Exploration Project (the “Paulsens Project”).

The Paulsens Project is located in the western Pilbara region in the north of Western Australia, approximately 1,050 kilometres north of Perth. The tenements currently being explored by the Corporation are held 100% by the Corporation, or exploration activities are managed by the Corporation in joint venture with the tenement holders. The Corporation has been conducting exploration in the Paulsens area since early 2005.

The Paulsens Project tenements are located on the western and southern extents of the Wyloo Dome within the Ashburton Basin, at the western extent of the Pilbara Craton. Archaean granite and greenstones of the Pilbara Craton are exposed at the core of the dome. Archaean basal lithologies are overlain by rocks of the Late Archaean to Early Proterozoic Mount Bruce Supergroup (Hamersley Basin) and Early Proterozoic Wyloo Group (Ashburton Basin). The Wyloo Dome was formed during the Early Proterozoic Capricorn Orogen, an event that produced the Ophthalmia and Ashburton fold belts. Mineralisation is of several styles, including structurally controlled within Archaean lithologies (Paulsens deposit), stratabound within Proterozoic sediments (Mt Clement resource), and potentially Carlin-style within Lower Wyloo, Proterozoic sediments (Mt Olympus deposit).

Paulsens has a history of mining dating back to the 1930’s, when the small-scale Paulsens (also known as Melrose) Mine commenced operation. Although several companies have explored the area in subsequent decades, significant exploration at Paulsens did not commence until the late 1980’s when CRA Exploration (CRAE) began assessing the economic viability of mineralisation associated with the Paulsens workings. Taipan Resources NL (Taipan), already holding the surrounding tenements, acquired the Paulsens property from CRAE in 1995. Work by Taipan significantly increased the size of the Paulsens deposit, and the company also commenced regional exploration work. In 2000, St Barbara Mines (St Barbara) acquired a controlling interest in Taipan and commenced studies to determine the feasibility of mining the Paulsens orebody. St Barbara also entered into joint venture arrangements and acquired further tenements in the Paulsens area. In December 2003, the St Barbara controlled Taipan was renamed NuStar Mining Corporation Limited. The focus of exploration in the area to this point had been the Paulsens orebody with minimal regional exploration conducted.

Regional exploration completed to date by the Corporation at Paulsens includes RC drilling, RAB/aircore drilling, auger geochemistry, and rock chip and soil sampling. Various studies have been undertaken to augment exploration programmes and techniques including the completion of a regional-scale surface geology interpretation, multi-element geochemistry analysis of drilling samples, MMI geochemistry orientation sampling, geophysical studies, spectral analysis alteration studies, and detailed structural mapping of the Paulsens orebody. Exploration is hampered by both regolith unsuitable for most common greenfield exploration techniques and the rugged topography of the Paulsens area.

Exploration undertaken since August 2006 includes resource definition drilling for the Paulsens ore body, RC drilling at two regional prospects to test targets defined by geochemistry and reconnaissance rock chip sampling followed by rock chip traverses to test areas throughout the tenement package which were indicative of hosting mineralization.

During 2007, only minimal work was performed on the regional property package due to budget constraints. During 2008, new exploration budgets will be applied to the Paulsens Project both for resource development at the Paulsens Gold Mine and intermediate stage development of exploration targets.

Argentina

Carlin – type Exploration Program

In 2006, the Corporation initiated the first phase of a six month reconnaissance and evaluation program in the PreCordillera of San Juan and La Rioja Provinces to evaluate the potential for carbonate sedimentary hosted Carlin-style gold deposits. The program is designed to evaluate the area of interest with geochemistry, identifying suitable specific targets and

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broader high priority trends for follow-up mapping and rock sampling of selected targets and acquisition. It is based largely on field examinations and high quality stream sediment sampling such as BLEG, supported by literature research, interpretation of Aster satellite images and existing regional geophysics.

The study area is 300km long and 70km at its widest part. It consists of a series of up to 5 north-south whaleback ranges (Sierras) of Palaeozoic and Cenozoic sediments of suitable age and composition.

The Palaeozoic sedimentary sequence in San Juan is of broadly similar age and facies association as the Great Basin sequence hosting the Carlin deposits in Nevada US. Two intrusion-related Au deposits occur in limestone of this sequence and favourable indicator analogs, including jasperoids and trace element anomalies are reported.

191 bleg + fire assay + ICP results from stream samples, including samples from the orientation study and miscellaneous areas have been received and follow-up evaluations have been completed in priority areas. Property selection via staking has commenced.

The Cordillera west of the Uspallata graben in San Juan Province is characterised by a number of historic gold silver districts extending over an area of approximately 1500km[2] . These districts comprise both low- and high-sulphidation precious mineral systems and have been actively, if intermittently, explored over the past twenty years. Intrepid has 19 applications and mineral exploration concessions within this very prospective belt and have spent the past several years in regional reconnaissance level evaluation programmes with a view to developing generative exploration projects through discovery and property acquisition.

Mexico

Taviche

The following information has been prepared by Mr. William McGuinty, the Qualified Person for the Taviche Property.

Intrepid optioned the Taviche property (the “Taviche Property”) located in Oaxaca State, Mexico in 2006 from Plata Panamericana S.A. de C.V. The Taviche Property comprises two concessions totalling 13,724 hectares. Subsequently in 2007, Intrepid entered into an agreement with Aura Silver Resources Inc. whereby the companies will jointly earn a 70 percent interest in the concessions. Aura Silver completed funding of the first year agreement commitments with Plata Panamericana, and all future expenses are will be jointly funded. Intrepid acts as operator and began field activities in January 2007.

A 3800m diamond drilling program planned to begin in August 2007 at Taviche was delayed due to environmental approvals and drill availability. The program was initiated in October, 2007. A total of 18 holes from 100 to 225 meters in depth are planned to test areas of known high grade silver-gold mineralization including those adjacent to historic mines, strongly mineralized surface exposures and at significant vein structure intersections. At the Christmas season break, 2,700m of the drill contract had been completed with work scheduled to resume in early January 2008.

The East and West Taviche concessions contain numerous historic underground mines. Most of these former mines are of shallow depth. Little drilling has been done to test depth potential at the property. Silver-gold vein systems are expressed over an aggregate strike length of more than 12 kilometers on the Taviche West concession. The significant vein sets identified on the West Taviche Concession are the 7 km long La Noria, El Viejo and San Martin structure and the parallel 6 km long El Portillo, Donaji/Marias and San Jose/Corona structure to the east. Another system, the Veta Karina (Copales) structure in the Garzona area has been traced over several hundred meters but is reported in Government records to be over a kilometer in length and up to 2 meters in width.

Surface sampling from mine dumps and visible veins along these structures have assayed in excess of 5 g/t Au and 200 g/t Ag with values ranging as high as 94.7 g/t Au and 7,148 g/t Ag. The geochemical and textural results in these vein systems are representative of epithermal style mineralization.

To date, prospecting and mapping on the East Taviche Concession has uncovered over 15 silver-gold bearing veins within an 8 sq. km. area. The Rosario Mine is the largest vein system evaluated to date and strikes for one kilometer northeasterly to the historic Carolina Mine. The Rosario mine was developed underground to about 100 meters below surface. A large part of the vein contained silver in excess of 300 g/t. A vein on the fifth level is reported to have contained an average of 2.8 g/t Au and 887 g/t Ag over one meter, suggesting considerable exploration potential remains underneath the former workings. Several veins in the San Carlos and Rio Calabaza areas have indicated widths from 1 to 2 meters. Material from the San Carlos area contains from 1.34 to 5.58 g/t Au and from 179 to 620 g/t Ag. Sampling of the veins at Rio Calabaza revealed important silver values from 391 to 548 g/t Ag.

Sampling in the southern part of the East Taviche concession has identified silicified limestone exposures over several square kilometers. The silicified and intensely veined areas have been widely prospected and contain numerous pits. To date, 14 rock samples collected over this large area have yielded up to 1.53 g/t Au, 198 g/t Ag, 6090 ppm arsenic (As) and 4650 ppm antimony (Sb). Metal enrichment appears to be related to sulfide content. These limestone units will be examined further for their potential for skarn-type mineralization and underlying epithermal precious metal mineralization.

General Information for the Meeting | Page 47

El Salvador

San Cristobal Property, El Salvador

The following information has been prepared by Mr. William McGuinty, the Qualified Person for the San Cristobal Property.

At the end of 2006, the San Cristobal Property comprised 3 exploration licenses totalling approximately 90 sq. km. The licenses are wholly-owned by Intrepid and are situated in eastern El Salvador at the north-western end of the Nicaragua depression. This geological feature contains the largest volcanic-hosted epithermal breccia-vein complex in El Salvador. The graben contains several caldera complexes which are the setting for numerous historic gold-silver mines and mining camps. The Montecristo, lies within the San Pedro property.

In 2006 the Corporation’s exploration investment in the San Cristobal Property was budgeted at approximately $1.0 million and includes mapping, geophysics and drilling of several mineralized epithermal vein/breccia zones at several locations on the San Cristobal Property including;

♦ Rio Seco prospect (San Pedro license);
♦ San Jacinto (Olobart license); and
♦ Las Minitas and Oro Nuevo Prospects (Cerro Guapinol license).

The breccia zones at Rio Seco, located just north of the former Montecristo mine, occur within a block of quartz-veined volcanics, approximately one sq km in area. In 2004, over 500m of trenching were completed on the prospect, revealing gold mineralization hosted in a strongly altered and brecciated volcanic sequence of andesite composition. Trench sampling has returned values of 16.0 m grading 3.08 g/t gold and 93.1 g/t silver over 57 m. In 2005, minimal work was conducted on this property. In 2006, IMC had budgeted additional mapping, induced polarization geophysical surveying and diamond drilling. To the date of this report, geophysical work and interpretation have been completed. Although the Corporation has secured access to the project through the surface rights owner an environmental permit for the drilling program has not been pemitted to date.

At the Oro Nuevo Prospect a program of trenching was completed in 2004 and followed by a program of 1100m of diamond core drilling. A total 18 trenches (1935 m) sampled a strike length of approximately 1 km of the north-trending Guapinol fault structure, related splays and subordinate structures. Highlights from early trenching included 83.70 m grading 1.84 g Au/t and 4.33g Ag/t in trench ON-1 and 52.00 m grading 2.91 g Au/t and 3.34g Ag/t in trench ON-4. Drilling undertaken at Oro Nuevo resolved broad expressions of anomalous alteration and veining into a shallow dipping 20m to 40 m thick package of mineralized dacitic volcanic rock. Best values from drilling over the 280 m (north to south) of the Oro Nuevo zone which were drill tested intersected 5.2 m of 5.48 g/t gold in Hole ON-01 and 1.69 g/t gold over 30 metres in Hole ON-10. Discrete banded quartz intervals within the package returned values as high as 12.16 g/t gold over 1.6 metres in Hole ON-01 and 9.2 g/t gold and 62 g/t silver over 2 metres in Hole ON-10.

The Minitas and San Jacinto prospects are located 1 and 5 km to the south respectively of the Oro Nuevo prospect. Minitas consists of a series of small mine workings located in andesitic rocks at the intersection of a strong NW-trending fault structure and a similarly strong northerly trending structure believed to be the southerly extension of the Guapinol Fault mapped at Oro Nuevo. Sampling has been mostly limited to several small mine dumps and workings. Veining consists of multiple stage breccias with vein and wallrock fragments (dacite and epiclastic sediments.

Two holes were drilled at Minitas to test a north trending vein structure in an area of small scale historic mine workings. The best intercept of 2.75 metres of 20.6 g/t gold and 1,056 g/t silver in hole MN01-06 occurs in a moderately colloform banded quartz vein hosted within a broad brecciated and silicified package.

MN02-06 was drilled below MN01-06 on the same section, intersecting the same multistage quartz vein approximately 40 metres down dip from the first intercept. The key structure has an apparent dip of 50 degrees to the east and a persistent high grade core which grades 12.79 g/t gold and 616 g/t silver over an interval of 2.30 metres, in hole MN02-06.

The San Jacinto Prospect, identified in 2004 as a "green field" prospect, is located 5 kilometres SSW from the Company's Oro Nuevo Project and is considered to be part of the Oro Nuevo Corridor. The prospect consists of a north-trending vein system that can be traced on surface for one kilometre. Values from 160 ppb gold to as high as 40 g/t gold have been obtained in grab samples of outcrop and float from this massive to banded quartz vein system.

In February 2006, IMC completed 27 trenches totalling 566 meters over a total strike length, including vein splays, of over 1.5 kilometres. The Main San Jacinto vein can be traced in surface exposures for over 650 meters and disappears beneath overburden whereas the minor auxiliary veins, the Ulises and Northeast San Jacinto veins can be collectively observed at surface for over 900 meters. The main San Jacinto vein ranges in width from two to over 20 meters, is composed dominantly of vein breccia of hydrothermal origin with a fine-grained quartz-chalcedony matrix containing up to 20% silicified andesite and vein fragments. Hydrothermal banding of the quartz vein is best developed in the southern part of the vein and corresponds with the highest gold values obtained, 8 meters of 5.11 g/t gold in Trench 20.

A total of seven holes were completed in 2006 along a 650 metre strike length of exposed vein at San Jacinto. The program has revealed a robust structure hosting significant widths of hydrothermal breccia with gold values up to 7 g/t over 1.1 metres of core length. Based on vein and breccia textures encountered, the San Jacinto system will require further testing to target gold-bearing epithermal mineralization at greater depth to determine the focus of gold mineralization.

Page 48 | General Information for the Meeting

The positive drill results from the San Jacinto and Minitas vein systems are preliminary due to the limited nature of the programs but do indicate that the hydrothermal system developed on the Olobart-Guapinol concessions is potentially large and warrants a sustained drilling program over the next year.

In 2007 exploration continued to be delayed at the Rio Seco prospect drill program and follow-up of 2006 results at the Minitas and San Jacinto prospects was deferred due to budget considerations. In 2008, IMC hopes to receive its exploration permit to pursue its drilling programme at Rio Seco.

Potonico District Precious Metals Project , El Salvador

In February 2004 Aura Silver Resources Inc. (formerly Au Martinique Silver Inc.) (“Aura Silver”) and IMC entered into an option agreement whereby Aura Silver could earn a 50% interest in the Cerro Petancol property by expending C$425,000 in cumulative exploration expenditures over three years ending in February 2007 and by issuing a cumulative 500,000 common shares of Aura Silver to IMC by February 2006. As of December 31, 2005 Aura Silver had completed its mandated expenditures and share issuances pursuant to this agreement. On June 22, 2006 Aura Silver and the Corporation signed a formal joint venture agreement to explore their joint holdings. Aura Silver has since assigned its interest in this joint venture to Tribune Resources Corp. under a Memorandum of Understanding (MOU). Under the terms of the MOU, Tribune will work for a period of up to one year to finalize environmental permitting and resolve social license issues with a minimum budget of $US150,000. At the end of this period, Tribune can continue with the project by issuing to Aura Silver 400,000 common shares of Tribune stock in three tranches over a period of three years. The Corporation’s interest will be carried on this project until Tribune completes its first year’s obligation and will then participate on a 50/50 basis.

In September 2005, a group of protesters blocked joint venture employees from entering a work site and later blocked a roadway into one of the municipalities located within the package of exploration licenses granted to the Aura Silver and IMC. At that time Aura Silver and IMC withdrew from work programs in the area in order to begin engaging the communities in discussions about the joint venture and the work they would undertake. This engagement process is ongoing and discussions have also been held with a view to develop community participation in exploration and environmental monitoring as well as to seek opportunities for the joint venture to participate in community development projects.

The Potonico District has a very strong community framework and some local community leaders in the joint venture area have expressed either support of or opposition to mineral exploration in their respective municipalities. The Company is working to establish communication and a long term relationship with local leadership in order to create an improved working environment.

Canada

Greyhound Lake, Nunavut

The Corporation has an option to acquire an interest in this property from Aura Silver. In September, 2006, Aura Silver completed its first phase of exploration on the property. The Corporation completed its minimum expenditure obligation of $200,000 in 2006 and has until February 15, 2008 to complete a further $150,000 for 2007 to earn a total of a 50% interest in the project. If Intrepid does not either complete its expenditure commitment by that date or pay Aura Silver the sum of C$25,000 this arrangement will be terminated. As part of the agreement, the Company has reimbursed Aura Silver for its cost of staking the claims.

In September 2006, the Corporation and Aura Silver completed the first phase of exploration on the property by undertaking a MEGATEM airborne survey with Fugro Airborne Surveys Ltd. Additionally, a brief five day prospecting program was conducted on the property, tracing known iron formation and bedded horizons as a basis for comparison with airborne results. The project will receive further ground follow-up in 2007 based on geophysical interpretations with a view to drilling if warranted.

The project received further ground follow-up in 2007 during a three week prospect mapping and sampling program. The objective was to identify base and precious metal mineralization and to identify areas trace and major element geochemical alteration related to based metal mineralization on which to base focused exploration work. Results from the program are being evaluated along with the previously obtained geophysical information with a view to selection of and possible drilling of base metal targets in 2008.

FINANCIAL INFORMATION AND MANAGEMENT DISCUSSION AND ANALYSIS

For particulars of the Corporation’s financial results and Management Discussion and Analysis, please see the following documents which have been incorporated herein by reference in their entirety:

General Information for the Meeting | Page 49

(a) the audited consolidated financial statements of the Corporation and the notes thereto for the year ended June 30, 2006 with comparatives for the year ended June 30, 2005, together with the report of the auditor thereon;
(b) the audited consolidated financial statements of the Corporation and the notes thereto for the six months ended December 31, 2006 with comparatives for the year ended June 30, 2006, together with the report of the auditor thereon;
(c) management discussion and analysis of financial conditions and results of operations of the Corporation for the six months ended December 31, 2006;
(d) Annual Report for the six months ended December 31, 2006;
(e) the unaudited interim consolidated financial statements of the Corporation for the three and nine months ended September 30, 2007 with comparatives for the three and nine months ended September 30, 2006; and
(f) management discussion and analysis of financial conditions and results of operations of the Corporation for the three and nine months ended September 30, 2007.

The independent auditor's reports issued in relation to the various Intrepid Mines Limited consolidated financial statements that have been incorporated by reference within this document contain Emphasis of Matter paragraphs for the purpose of highlighting the going concern note disclosure to the attention of the readers of the financial statements. The inclusion of such paragraphs is not allowed by generally accepted auditing standards ("GAAS") in Canada, and thus represents a difference with Australian GAAS. That said, as the inclusion of an Emphasis of Matter paragraph does not constitute a reservation or qualification of opinion under Australian GAAS, the Australian GAAS opinions issued are considered to be equivalent to unqualified Canadian GAAS opinions.

DESCRIPTION OF SHARE CAPITAL

For details of the Corporation’s capital structure, please see the heading “The Resulting Issuer – Description of Securities" on page 86 hereof.

SECURITIES RESERVED FOR ISSUANCE

For details of the securities of the Corporation reserved for issuance, please see the heading “The Resulting Issuer – Outstanding Securities” on page 87 hereof.

EXECUTIVE COMPENSATION

For particulars of the compensation paid to the Corporation’s Named Executive Officers for the last three completed fiscal years, please see the heading “2.4 Executive Compensation” on pages 9 to 13 of the 2007 Management Circular which is incorporated herein by reference.

STOCK OPTION PLAN

For particulars of the Corporation’s Stock Option Plan, please see the heading “2.7 - Options to Purchase Securities” on pages 16 and 17 of the 2007 Management Circular which is incorporated herein by reference.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

During the year ended December 31, 2006 none of the directors, senior officers or key employees of the Corporation was indebted to the Corporation.

PRIOR SALES

The following table contains details on the prior sales of Ordinary Shares for the preceding twelve months other than on the exercise of Intrepid Options or on the conversion of Exchangeable Shares.

	Number of
	Ordinary	Consideration	Aggregate Value of
Date of Issue	Shares(3)	Per Share	Consideration	Nature of Consideration
December 22, 2006	13,800,000	C$0.70	C$9,084,000	Cash
September 27, 2007	17,199,176	C$0.30	A$5,950,915	Settlement of outstanding convertible loan
October 23, 2007	210,000(1)	$0.50	$105,000	Cash

20,000 of these Ordinary Shares were purchased by insiders of Intrepid.
After deducting commissions totalling C$579,600.
In the last twelve months 115,000 Ordinary Shares have been issued on the exercise of stock options for total cash consideration of C$49,450.

Page 50 | General Information for the Meeting

MARKET PRICE

The Ordinary Shares trade on the TSX and the ASX under the symbol “IAU”. The Exchangeable Shares trade on the TSX under the symbol “IXN”.

The following table sets forth the price ranges and volumes of the Ordinary Shares on the Toronto Stock Exchange.

	High	Low
Period	C$	C$	Volume
January, 2008(2)	0.31	0.22	2,682,566
December, 2007	0.27	0.18	8,741,714
November, 2007	0.33	0.24	2,167,700
October, 2007	0.39	0.28	6,652,400
September, 2007	0.31	0.22	3,250,611
August, 2007	0.40	0.20	4,795,989
July, 2007	0.53	0.39	11,772,064
June, 2007	0.51	0.40	4,133,665
May, 2007	0.62	0.425	6,109,152
April, 2007	0.52	0.42	5,002,555
March, 2007	0.65	0.40	8,917,746
February, 2007	0.63	0.45	14,123,784
January, 2007	0.70	0.49	5,178,841
December, 2006	0.87	0.60	2,793,742
November, 2006	1.02	0.74	2,040,907
October, 2006	0.87	0.70	3,492,877
September, 2006	1.10	0.77	2,053,131
August, 2006	1.15	0.86	4,828,690
July, 2006(1)	1.42	0.85	1,226,312

(1) From July 7, 2006; (2) To January 23, 2008

The following table sets forth the price ranges and volumes of the Ordinary Shares on the Australian Stock Exchange for each month from July 1, 2006 to date.

	High	Low
Period	A$(1)	A$(1)	Volume(1)
January, 2008(2)	0.36	0.24	3,400,690
December, 2007	0.32	0.23	6,703,871
November, 2007	0.36	0.29	1581388
October, 2007	0.43	0.31	2,782,138
September, 2007	0.33	0.24	1,385,407
August, 2007	0.48	0.22	1,958,296
July, 2007	0.51	0.42	720,899
June, 2007	0.53	0.42	3,036,237
May, 2007	0.64	0.465	6,359,834
April, 2007	0.55	0.42	1,585,431
March, 2007	0.65	0.455	3,194,362
February, 2007	0.66	0.5	4,890,372
January, 2007	0.79	0.57	2,316,623
December, 2006	0.91	0.67	2,002,172
November, 2006	1.045	0.86	2,196,840
October, 2006	1.02	0.84	1,460,189
September, 2006	1.14	0.90	2,471,429
August, 2006	1.17	0.95	3,283,862
July, 2006(1)	1.38	0.91	1,476,038
(1) From July 7, 2006;
(2) To January23, 2008

General Information for the Meeting | Page 51

The following table sets forth the price ranges and volumes of the Exchangeable Shares on the Toronto Stock Exchange.

	High	Low
Period	C$	C$	Volume
January, 2008(2)	0.295	0.185	177,050
December, 2007	0.20	0.15	490,100
November, 2007	0.29	0.19	287,300
October, 2007	0.35	0.24	228,300
September, 2007	0.33	0.225	215,018
August, 2007	0.43	0.22	371,382
July, 2007	0.50	0.37	121,900
June, 2007	0.50	0.38	389,000
May, 2007	0.56	0.41	432,610
April, 2007	0.50	0.39	246,400
March, 2007	0.63	0.40	251,063
February, 2007	0.59	0.425	446,184
January, 2007	0.65	0.46	373,605
December, 2006	0.84	0.56	432,534
November, 2006	0.98	0.68	378,616
October, 2006	0.81	0.57	221,160
September, 2006	0.97	0.72	478,819
August, 2006	1.08	0.85	306,141
July, 2006(1)	1.25	0.77	245,149

(1) From July 7, 2006;

(2) To January 23, 2008

ESCROWED SECURITIES

No Shares are currently subject to any escrow requirements.

PRINCIPAL SHAREHOLDERS

To the best of Intrepid's knowledge, as of the date of this Circular, no person or company beneficially owns, directly or indirectly, or exercises control over, more than 10% of the issued and outstanding Shares.

CORPORATE GOVERNANCE

For details on the Corporation’s corporate governance policies please see the heading “2.5 – Corporate Governance” on pages 13 to 16 of the 2007 Management Circular which is incorporated herein by reference.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

None of the Corporation's directors, executive officers or management, nor any associate of such director, executive officer or manager, has any interest in any material transaction of the Corporation undertaken since January 1, 2007.

LEGAL PROCEEDINGS

To the best of the knowledge of the Board of Directors, there are no current or pending legal proceedings in which Intrepid, or its subsidiaries are a party which would likely have a material effect on the business or financial position of Intrepid.

MATERIAL CONTRACTS

For particulars of Intrepid’s material contracts, please see the heading “10.5 – Material Contracts” on pages 39 to 41 of the AIF which is incorporated herein by reference. In addition, Intrepid has entered into the MID described herein and IMC has entered into a loan agreement with Emperor on the terms and conditions described herein. Intrepid has also entered into an amendment to its project facility agreement with Westpac Banking Corporation to provide for a reduction in the amount of the project finance facility by up to A$6,000,000 if the Arrangement is completed prior to March 31, 2008 and a repayment of the entire project finance facility (which does not include hedging) by July 31, 2008 if the Tolukuma Gold Mine is not sold prior to July 15, 2008. The current amount of the Westpac project finance facility is A$13,500,000 and, taking account of scheduled payments to be made between the Circular Date and July 31, 2008, this final payment may be up to A$7,500,000.

Page 52 | General Information for the Meeting

Intrepid has entered into three contracts with respect to the receipt of its Environmental Impact Statement for the Casposo Project. For the particulars of these agreements, see the heading “Information Concerning Intrepid Mines Limited – Summary Description of the Business – Additional Milestone for the Casposo Project – 2007 – Infrastructure and Training Agreements”.

INFORMATION CONCERNING EMPEROR MINES LIMITED

CORPORATE STRUCTURE

Name and Incorporation

The original Emperor Mines Ltd was formed in 1935 in Victoria, Australia to acquire the assets and capital of Emperor Gold Mining Ltd, registered in Fiji. Since formation, Emperor’s initial gold mining activities increased substantially and included mining and treatment of metal ores (gold, silver and tellurium), power supply, timber milling, mineral exploration drilling and quarrying. Emperor listed on ASX on January 31, 1972. Emperor was incorporated in the Isle of Man on July 30, 1986 as Emperor Mines Ltd as part of a capital reorganization of Emperor. In May 1999, Emperor announced its intention to change its domicile from the Isle of Man to Australia. On July 15, 2002 Emperor was registered as an Australian Public Company limited by shares under the Corporations Act.

Emperor’s registered office is at Level 1, 490 Upper Edward Street, Spring Hill, Queensland, Australia.

Intercorporate Relationships

Emperor has seven wholly owned subsidiaries being: DRD (Isle of Man) Limited, incorporated in the Isle of Man on January 27, 1999, Sovereign Company Limited, incorporated in Vanuatu on April 4, 1986, Tolukuma Gold Mines Limited, incorporated in Papua New Guinea on September 2, 1998, DRD (Porgera) Limited, incorporated in Papua New Guinea on May 23, 1996, Fortis Limited, incorporated in Papua New Guinea on February 16, 2004, DRD Australasia Services Company Pty Limited, incorporated in Australia on April 8, 2004 and Mountain Exploration Corporation Limited, incorporated in Papua New Guinea on October 9, 2007.

The following chart illustrates Emperor’s principal subsidiaries as of the date hereof, together with the jurisdiction of incorporation of each company.

==> picture [403 x 309] intentionally omitted <==

----- Start of picture text -----

Emperor Mines Limited
ACN 007 508 787
(Australia)
100%
DRD (Isle of Man) Limited Sovereign Company Mountain Exploration
(Isle of Man) Limited Corporation Limited
(Vanuatu) (Papua New Guinea)
Tolukuma Gold Mines
Limited
(Papua New Guinea)
100% DRD (Porgera) Limited
(Papua New Guinea)
Fortis Limited
(Papua New Guinea)
DRD Australasia Services
Company Pty Limited
(Australia)
----- End of picture text -----

General Information for the Meeting | Page 53

GENERAL DEVELOPMENT OF THE BUSINESS

Corporate History

The following is a summary of the principal assets of Emperor and is qualified by the more detailed information provided under the heading “Narrative Description of the Business” which follows.

Emperor Mines Limited is the holder of several exploration licences located on the southeast mainland of Papua New Guinea. These include the Tolukuma Regional Project that surrounds the Tolukuma Mining Lease area in ML 104, Ipi River Project containing porphyry copper targets, and the NE tenements referred to as the Aikora Project. In addition, Emperor has an option to earn up to 70% interest in the Tujuh Bukit project located in East Java, Indonesia.

Emperor’s vision has been to become a significant international gold producer from a portfolio of producing assets combined with exploration projects to secure future growth. This goal has led Emperor to enter into the MID with Intrepid. Emperor has a highly experienced management team comprised of skilled and internationally experienced resource sector professionals.

The following provides a summary of the major corporate events involving Emperor in the preceding 3 years.

In November 2005 Emperor entered into an agreement with DRDGOLD Limited regarding the US$237 million acquisition of DRDGOLD Limited's Papua New Guinea gold assets comprising a 20% interest in the Porgera Joint Venture with Barrick Gold Corporation, a 100% interest in the Tolukuma Gold Mine and all of DRDGOLD Limited's Papua New Guinea exploration assets. The purchase price for the transaction was satisfied by the payment of A$37 million in cash and the issue of 751,876,699 fully paid ordinary shares of Emperor. The transaction was completed in April 2006.

In March 2006 Emperor obtained a US$42 million debt facility from ANZ Investment Bank, of which US$35 million was used to pay a portion of the purchase price for the acquisition of DRDGOLD’s PNG assets, and US$7 million for working capital. In May 2006 Emperor raised A$40 million by way of a placement of 100 million ordinary shares at A$0.40 per share, which was utilised as working capital and to fund exploration and reduce debts.

Following the closing of the acquisition of assets from DRDGOLD Limited in April of 2006 there was a change of management at Emperor, with the appointment of Brad Gordon as Chief Executive Officer and the election of new directors including Robert McDonald. This new management team was responsible for assessing the assets that had been acquired from DRDGOLD Limited.

On December 5, 2006, following a review of the Vatukoula gold mine in Fiji, Emperor resolved to cease production at the mine indefinitely. While an assessment of operations was in process, in January 2007 following a military coup in Fiji, military forces entered into and took control of the Vatukoula gold mine in Fiji. Following negotiations with the government in Fiji, Emperor entered into an agreement to sell its interest in the Vatukoula gold mine in March 2007 for a nominal amount, on the basis that the buyer, Westech Gold Limited assumed all liabilities associated with the operation. For additional information on the Vatukoula gold mine please see the heading “Information Concerning Emperor Mines Limited – Management Discussion and Analysis for the Year Ended June 30, 2007 and the Three Months Ended September 30, 2007 – Operations Review" on page 69 of the Circular.

In February 2007 Emperor entered into a short term finance facility with ANZ Banking Corporation for US$15 million, to

be utilised as working capital.

In April 2007 Emperor entered into an agreement to sell its interest 20% in the Porgera joint venture to its joint venture partner, Barrick Gold Corporation for US$255 million. The decision to sell the asset had been announced in February 2007, following a review of the company’s assets which led the board to a decision to restructure the Emperor group and retire existing debt.The transaction was completed in August following shareholder approval and part of the sale proceeds were used to retire all of Emperor's existing debt facilities, including an amount of US$34.2 million in respect of its hedge book, which had been closed out in May 2007. Emperor also used a portion of the proceeds to complete a capital return of A$0.05 per share for a total of approximately A$52,300,000.

In August 2007 Emperor entered into the agreement, referred to elsewhere in this Circular, to explore the Tujuh Bukit project in Indonesia.

In October 2007 Emperor's major shareholder, DRD (Offshore) Limited (a wholly owned subsidiary of DRDGOLD Limited) completed a sell down of its 79% interest in Emperor by way of an institutional bookbuild.

Tolukuma Mine

Emperor owns 100% of the Tolukuma Gold Mine through its wholly owned subsidiary, TGM. The project is located in the Central Province of Papua New Guinea, approximately 100 km north of the capital Port Moresby. The mine is at an elevation of approximately 1,750 m in steep, mountainous and heavily vegetated terrain. Access for personnel and equipment is by helicopter. Annual rainfall averages around 3,000 mm and there are distinct wet and dry seasons.

The Tolukuma Gold Mine lies within Mining Lease ML 104. TGM also holds eleven Exploration Licences within the area, covering a total area of approximately 5,000 km[2] .

Page 54 | General Information for the Meeting

faults and splays form the principal shear structures, with southeast striking tension fractures also providing openings for mineralising fluids. The principal mineralised veins are the Tolukuma, Gulbadi, Zine, Tinabar, Tolimi, Gulbadi X, and Fundoot veins. Known mineralisation occurs over a north-south strike of 1-2km, but the major structures have been mapped over more than 5km. The veins pinch and swell and the grade varies substantially. Most of the known mineralisation appears confined to a 350m vertical zone, from 1300-1650m elevation. The gold is free milling. In situ gold grades of individual veins range from 15-50 g/t Au but values of several hundred grams per tonne are not uncommon.

Gold production over the last ten years has ranged from approximately 50-80,000 ounces (“oz”) per annum, averaging around 66,000ozs over the last three years.

Milled tonnages, grades and gold production for the last eleven years of operation are shown below.

Item	Unit	1996	1997	1998	1999	2000	2001	2002	2003	2004	2005	2006
Tonnages Milled	kt	117	96	119	136	110	148	153	187	210	205	181
Grade Au	g/t Au	17.7	21.6	22.3	19.5	20.5	17.0	14.6	14.8	13.2	11.5	9.6
Recovery Au	%	89	89	89	89	89	89	89	90	91	91	91
Recovered Au	koz	60	59	76	76	64	72	64	81	81	68	51

Note: historical production records are based on calendar years January-December; kt = thousand tonnes; koz = thousand ounces The current June 30, 2007 Ore Reserve and Mineral Resource figures are set out below.

Resource / Reserve	Category	Tonnage	Grade	Contained Gold
			g/t Au	Ounces
Resources	Indicated	227,000	21.9	159,000
	Inferred	453,000	17.2	250,000
Reserves	Probable	207,000	20.6	137,000

Note: resources are based on a 9.5g/t Au cut off; reserves are based on an 11g/t Au cut off

Intrepid and Emperor have determined that the Tolukuma Gold Mine does not fit within the Resulting Issuer’s go forward plans. Since the execution of the MID, Emperor has solicited expressions of interest regarding the sale of Tolukuma from several potential buyers. A number of site visits have been undertaken by interested parties and Emperor continues to negotiate with such parties. If Emperor enters into a binding agreement to dispose of the Tolukuma Gold Mine prior to the Second Court Date, unconditionally (other than obtaining third party regulatory consents), completes such sale before the Arrangement Effective Date and unconditionally completes the sale by March 31, 2008 the net proceeds of such sale will be for the sole benefit of the holders of the Emperor shares. If the Tolukuma Gold Mine is not sold prior to March 31, 2008 any net proceeds from the sale will be for the benefit of the Resulting Issuer.

All of the proposed directors of the Resulting Issuer are committed to selling Tolukuma Gold Mine if it is not sold prior to the Arrangement Effective Date. If the Tolukuma Gold Mine is not sold prior to July 15, 2008 however, Intrepid has agreed to repay its entire project finance facility for the Paulsens Mine (exclusive of hedging obligations) to Westpac Banking Corporation by July 31, 2008. The current amount of the Westpac project finance facility is A$13,500,000 and, taking account of scheduled payments to be made between the Circular Date and July 31, 2008, this final payment may be up to A$7,500,000.

The Tolukuma Gold Mine is in compliance with all applicable laws in Papua New Guinea but it does dispose of its tailings directly into the river system (“riverine tailings disposal”). While permitted and generally utilised in Papua New Guinea, riverine tailings disposal has become less acceptable internationally because of potential damaging effects on the surrounding ecosystem. Emperor has a testing system in place to monitor water quality downstream and meets the required local guidelines. Unfortunately, riverine tailings disposal is the only practical method of tailings disposal at the Tolukuma Gold Mine and is employed elsewhere in PNG. As a result of this and other environmental and social factors, considered in conjunction with economic factors relating to the past performance of the asset, the Board of Directors believe that it is in the best interests of the shareholders of the Resulting Issuer to dispose of this property and to continue a practice of strong environmental stewardship in all of its operations. For additional information please see the headings “Information Concerning Emperor Mines Limited – Narrative Description of the Business – Tolukuma Gold Mine” on page 56 of the Circular and “Risk Factors – Risks Associated with the Business of the Resulting Issuer – Tolukuma Gold Mine” on page 93 of the Circular.

Tujuh Bukit

On August 19, 2007 Emperor entered into an Alliance Agreement with a group of Indonesian and Australian investors to explore a large gold-silver-copper project in eastern Java, Indonesia. The Alliance Agreement between Emperor, Indonesian company PT Indo Multi Niaga (IMN) and BVI company IndoAust Mining Limited (IndoAust) sets out the framework for entering into a joint venture agreement and undertaking further exploration on a property of approximately 116km[2] located in the Southeastern portion of Java. The Australian Investors hold 65% of the issued share capital of IndoAust. The remaining 35% is held by Indonesian Investors who also own all issued shares in IMN.

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IMN holds a mining permit (kuasa pertambangan or “KP”) issued by the Regent of Banyuwangi dated February16, 2007. This Exploration KP allows mining exploration activity for elements including gold, silver and copper located in the Pesanggaran District, Banyuwangi Regency, East Java in total an area of 11,621.45 hectares. The Exploration KP is valid for 3 years as of its issuance. The Exploration KP grants exclusive mining rights within a defined area to the holder for specified minerals or metals for a defined stage of mining activity (survey, exploration and exploitation) and a defined time period. Under the Indonesian mining law, the Exploration KP can only be granted to and held by Indonesian individuals, and wholly Indonesian- owned companies or other legal entities.

A portion of the Exploration KP area is situated within a protected forest area. The relevant forest is so defined due to its water drainage profile. On 27 July 2007, the delegate of the Minister of Forests granted approval to conduct exploration activities within protected forest areas contained in the Exploration KP area for a period of 2 years. The Indonesian Forestry Law, Law No 41/1999 restricts non-forestry activities within protected forests. Article 38 (4) of the Forestry Law provides that mining using an open pit method is prohibited in protected forest areas. As Indonesian law currently only permits underground mining in protected forest areas, Emperor is evaluating the appropriate application process that would allow the company to conduct open cut mining operations, should exploration be successful within the relevant forest area.

In accordance with the Alliance Agreement the indicative structure for the Tujuh Bukit joint venture is as follows:

(i) Emperor and IndoAust will incorporate a company in Singapore (“Singapore Co”) as an incorporated joint venture vehicle;
(ii) Singapore Co and Indonesian Investors will incorporate an Indonesian foreign investment company (“PMA Co.”) to provide mining services to IMN;
(iii) IMN and PMA Co. will enter into a Cooperation and Development Agreement, through which PMA Co. will derive its economic interest in the Exploration KP.

The Alliance Agreement further provides for the creation of a new Indonesian company to be the holder of the Exploration KP. It is proposed that IMN will transfer the Exploration KP and assign all rights and obligations deriving from the contractual arrangement to the newly- created company. Emperor may spend up to $5 million over five years, to earn a 51% interest in the project. An option exists for Emperor to earn a further 19% interest in the project by funding an additional $3 million to be used for exploration subject to certain conditions including the obtaining of relevant permits and licences. Emperor may then provide further funding of up to an additional $42 million to fund ongoing obligations and feasibility studies.

After Emperor has completed its funding obligations, the parties have agreed to make capital contributions and bear all expenditures, debts, losses, obligations and liabilities of the project in proportion to their respective interests.

During the initial stages, Emperor has agreed to make cash payments of up to $800,000, which will accrue towards earn-in expenditure, upon reaching certain project implementation milestones. In addition to the earn-in expenditure detailed above Emperor has agreed to make a resource payment to IMN of $7.5 per ounce of gold equivalent in excess of 500,000oz of JORC compliant Indicated Resource up to a maximum payment of $7.5 million. The resource payment is subject to:

♦ obtaining the reclassification of those parts of the Exploration KP which are currently classified as “protected forest” to “production forest” for purposes of the Forestry Law and all other purposes; and
♦ calculation of JORC Compliant Indicated Resource Estimate to be undertaken by Hellman & Schofield Pty Ltd (or such other competent person as agreed by Emperor and IMN).

NARRATIVE DESCRIPTION OF THE BUSINESS

Tolukuma Gold Mine

Emperor has announced an intention to sell the Tolukuma Gold Mine and is required under the terms of the MID to take all reasonable steps to enter into an agreement for and complete the sale of the Tolukuma Gold Mine prior to the Second Court Date. Intrepid must consent to the terms of such sale, acting reasonably and in good faith, if an agreement to sell Tolukuma is entered into prior to the Arrangement Effective Date. If Emperor enters into a binding agreement to dispose of the Tolukuma Gold Mine prior to the Second Court Date unconditionally (subject to obtaining any required third party regulatory consents) completes such sale before the Arrangement Implementation Date and unconditionally completes the sale before March 31, 2008 the net proceeds of such sale will be for the sole benefit of the holders of the Emperor Shares. Otherwise, any net proceeds from the sale will be for the benefit of the Resulting Issuer. However, as of the Circular Date, no binding agreement has been entered into with respect to the sale of the Tolukuma Gold Mine and there are no assurances that such an agreement will be entered into although Emperor continues to receive expressions of interest. As a result, the Board of Directors determined that it was necessary to provide detailed technical information on the Tolukuma

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Gold Mine which is set out below. The Board of Directors also determined that Shareholders should be aware of certain risks associated with the Tolukuma Gold Mine. Due to the nature of mining operations at Tolukuma, tailings from the Tolukuma Gold Mine have been disposed of into the surrounding river systems after treatment rather than be stored at the mine site as is the more usual international practice. This process of “riverine tailings disposal” is permitted under environmental authorisations issued by the PNG government and Emperor’s mining conditions impose a requirement to regularly test water quality downstream from the Tolukuma Gold Mine. Emperor has complied with all of its obligations and the results of its testing have been within the requirements of Papua New Guinea law. However, riverine tailings disposal has been criticised by environmental groups for alleged deleterious effects it can have on the surrounding ecosystem. Emperor has taken steps to address the potential environmental impact on its mining operations at the Tolukuma Gold Mine, including conducting water assessments in collaboration with Oxfam Australia, the government of PNG and community members. There is, however, a possibility that there may be claims made against the Tolukuma Gold Mine, irrespective of their merit, in the future for past actions. The Tolukuma Gold Mine has also experienced recent difficulties with community relations. Such disputes are not uncommon in mining operations and Emperor continues to be actively involved in community development projects, and is in compliance with all its obligations in this regard.

Considering certain performance, environmental and social risks associated with the Tolukuma Gold Mine, the Board of Directors, the Emperor Board and the proposed directors of the Resulting Issuer have determined that the Tolukuma Gold Mine should be disposed of to ensure that all of Intrepid’s projects are developed and operated in an environmentally conscious manner in addition to economic criteria. While the Emperor Board reiterates that the Tolukuma Gold Mine is in compliance with all applicable legal requirements, the concerns raised above and the performance, environmental and social risks associated with the Tolukuma Gold Mine may have a significant impact on the Resulting Issuer. Subject to the terms of a sale, these risks are significantly reduced if TGM, the company that owns the Tolukuma Gold Mine, is sold prior to the Arrangement being implemented, but such risks are not eliminated. In addition, as of the Circular Date no agreement for the sale of the Tolukuma Gold Mine has been entered into and it is possible that no such sale will be completed before the Arrangement Effective Date. Therefore, the Board of Directors wish to ensure that Shareholders are made aware of the potential risks and liabilities, which at present are not quantifiable. To date, no actions have been commenced or threatened against Emperor or TGM in respect of environmental claims but Shareholders are encouraged to review the information under the heading “Risk Factors – Risks Associated with the Business of the Reporting Issuer – Tolukuma Gold Mine” on page 93 of the Circular.

The following information is extracted from and is qualified entirely by the more detailed disclosure in the Technical Report titled “Mineral Resources and Mineral Reserves Resulting From Merger with Emperor Mines Limited, Tolukuma Gold Mine, Papua New Guinea” (the “Tolukuma Report”) dated December 2007 and prepared by Malcolm C Hancock of Behre Dolbear Australia Pty Limited. A full copy of the Tolukuma Report is incorporated herein by reference in its entirety and is available for viewing on SEDAR at www.sedar.com .

Property Description and Location

Emperor owns 100% of the Tolukuma Gold Mine through its wholly owned subsidiary, TGM. The project is located in the Central Province of Papua New Guinea, approximately 100 kilometres north of the capital Port Moresby. The Tolukuma Gold Mine is at an elevation of approximately 1,750 metres in steep, mountainous and heavily vegetated terrain. Access for personnel and equipment is by helicopter. Annual rainfall averages around 3,000 millimetres and there are distinct wet and dry seasons.

The area’s high elevation, mountainous terrain, high rainfall, weak underlying rocks and seismic activity present numerous engineering and operational challenges for the mine. In particular, these factors contribute to high rates of runoff and erosion. The rivers in the region are fast-flowing and turbid and have a high capacity to transport large quantities of sediment. TGM has approval to discharge neutralised mine waste tailings to the Auga River which flows into the Angabanga River before entering the Gulf of Papua at Oreke. The tailings are thickened and the sand fraction separated and used for underground backfill. A tailings detoxification circuit reduces cyanide concentration of the finer fraction using the INCO/SO2 process, prior to discharge to the Auga River.

The Tolukuma Gold Mine lies within Mining Lease ML 104. TGM also holds eleven exploration licences within the area, covering a total area of approximately 5,000 square kilometres.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access for personnel and equipment is by helicopter. The helicopter flight from Port Moresby is 30 minutes. When weather conditions permit, personnel are staged by fixed wing aircraft from Port Moresby to Woitape and then by helicopter to site.

The climate at the Tolukuma Gold Mine is classified as lower montane, characteristic of altitudes of 1,400-2,000m, with annual maximum temperatures around 24ºC, annual minimum temperatures around 13ºC and low seasonal temperature and humidity variation.

The Tolukuma Gold Mine is located within a remote area of PNG, at an elevation of approximately 1,750m above sea level. The local terrain consists of heavily vegetated, steep, dissected country with a prominent ridge line extending north-west to south-east; local relief varies by over 400m. Slopes at the site frequently reach 45° and recent and historical landslips are evident.

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As described, local resources to support the operation are generally limited to supply of process water and water for hydropower generation. The river is also used for riverine tailings disposal.

History

Mineralisation at the Tolukuma Gold Mine was discovered by Newmont Mining Corporation (“Newmont”) in 1986. The results of exploration drilling, resource estimation and a pre-feasibility study indicated that the size of the deposit was unlikely to satisfy Newmont’s investment criteria and the project was offered for sale. Dome Mining NL (“Dome”) purchased the property in 1993. A feasibility study was completed and project construction commenced; plant commissioning was completed and the first gold was poured in December 1995. Durban Roodeport Deep (“DRD”) purchased the project from Dome in 2000 and that interest was backed into Emperor as part of a transaction completed in 2006.

Gold production over the last ten years has ranged from approximately 50-80,000 ounces per annum, averaging around 66,000oz over the last three years. Milled tonnages, grades and gold production for the last eleven years of operation are shown below.

Tolukuma Eleven Year Production Record - 1996-2006

Item	Unit	1996	1997	1998	1999	2000	2001	2002	2003	2004	2005	2006
Ore Milled	kt	117	96	119	136	110	148	153	187	210	205	181
Grade Au	g/t Au	17.7	21.6	22.3	19.5	20.5	17.0	14.6	14.8	13.2	11.5	9.6
Recovery Au	%	89	89	89	89	89	89	89	90	91	91	91
Recovered Au	koz	60	59	76	76	64	72	64	81	81	68	51

Note: historical production records are based on calendar years January-December; kt = thousand tonnes; koz = thousand ounces

Geological Setting

The gold mineralisation at the Tolukuma Gold Mine is primarily structurally controlled within a series of steeply dipping, relatively narrow (0.5-4.5m), epithermal veins within a 500m wide north-south trending corridor. North-south strike-slip faults and splays form the principal shear structures, with southeast striking tension fractures also providing openings for mineralising fluids. The principal mineralised veins are the Tolukuma, Gulbadi, Zine, Tinabar, Tolimi, Gulbadi X, and Fundoot veins. Known mineralisation occurs over a north-south strike of 1-2km, but the major structures have been mapped over more than 5km. The veins pinch and swell and the grade varies substantially. Most of the known mineralisation appears confined to a 350m vertical zone, from 1300-1650m elevation. The gold is free milling. In situ gold grades of individual veins range from 15-50 grams of gold per tonne but values of several hundred grams per tonne are not uncommon.

Mineral Resource and Mineral Reserves

The current June 2007 resource and reserve estimates are summarised in the following table. A minimum mining width of 2m is applied to the lodes. Resource estimates are based on a 9.5g/t Au cut off; reserves are quoted at an 11g/t Au cut off.

Tolukuma Resource and Reserve Estimates - June 2007

			Grade	Contained Gold
Resource/Reserve	Category	Tonnage	g/t Au	Ounces
Resources	Indicated	227,000	21.9	159,000
	Inferred	453,000	17.2	250,000
Reserves	Probable	207,000	20.6	137,000

Note: resources are based on a 9.5g/t Au cut off; reserves are based on an 11g/t Au cut off

In terms of tonnage, the reserves represent approximately one year of production. The level of reserves over the last five years has typically been only one to two years production, but new reserve definition each year has offset depletion through mining. Because the bulk of the sample data on which the Indicated resource estimates are based comes from the sampling of ore development, and development is rarely more than one year ahead of production, there is a constraint on the material which can be readily brought into reserves.

The grade of ore processed over the last three years has averaged around 11g/t Au. While grades comparable to the quoted reserve grade were achieved in the 1990s, BDA has advised that it considers that the current reserve grade overestimates the likely grade of ore delivered to the mill. This is due to three principal factors:

♦ BDA considers that the level of mining dilution may be underestimated;
♦ 20-25% of material fed to the mill is derived from remnant areas, comprising old stopes and pillars (locally termed “old gold”); this material is not included in reserves and is generally of lower grade, thus diluting the grade of ore to the mill; and
♦ BDA suspects that in situ grade may be over-estimated, and that a more severe top cut or modified estimation method may be required.

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Mining Operation

Mining at the Tolukuma Gold Mine is based on narrow-vein underground mining, supplemented by limited, shallow open pit material. In an effort to improve the head grades, TGM is reviewing alternative mining methods to reduce the level of dilution. Underground mining uses methods designed to suit the mining of narrow high-grade deposits, involving the use of uphole retreat stoping under rock fill (sub-level caving) where the hanging and footwalls are prone to failure, and long-hole open stoping in 10m lifts and 20m long panels where appropriate in terms of orebody width and wall stability. Avoca retreat methods are also used.

As would be expected with this type of mining, dilution levels are reasonably high (+100% in places) and grade control remains a challenge. Ore from stopes is supplemented by development ore and ore from open pits when available; historically, approximately 40-60% of ore came from stopes, around 20% was from development, 10% was from surface (open cut) mining and the balance came from remnant mining of old areas and recovery of crown pillars (“old gold”).

Material from development and from old gold areas is included in the schedule, and therefore the projected mill feed grades are lower than the estimated reserve grades.

Production Plan

Mining activity, based on Emperor’s current Life of Mine (“LOM”) model, extends for five years to 2012, based on identified reserves through 2007and 2008, and projected upgrade of Inferred resources into reserves, plus anticipated exploration success, for the balance. Total material milled in the five year LOM plan is 1.15Mt at an average mined grade of 11.0g/t Au producing 373,200ozs of gold. The LOM forecast is summarised in the Table below.

Tolukuma Production Estimate LOM Forecast (Financial Years)

		2007						Total
Item	Units	Actuals	2008	2009	2010	2011	2012	2008-2012
Total Ore Processed	kt	185.4	230.0	230.0	230.0	230.0	230.0	1,150.0
Gold Grade	g/t Au	8.2	9.2	11.2	11.5	11.5	11.5	11.0
Gold Recovery	%	91.4	92	92	92	92	92	92
Gold Production	koz	44.9	62.7	76.5	78.0	78.0	78.0	373.2

Note: forecast years are FY ending 30 June; kt = thousand tonnes; koz = thousand ounces

It is emphasised that only the first year’s planned production is underwritten by defined reserves. However, it should also be noted that for the last five years, Tolukuma has rarely had more than one year’s production in reserves.

The Tolukuma mineralised system is structurally complex. Current underground development extends over approximately 1.5km north-south, but the mineralised system could be significantly more extensive, particularly towards the south. To fully evaluate the known structures requires systematic drilling and development along the strike of the veins. TGM also has a number of exploration tenements in the region which could have potential and warrant evaluation. BDA considers the Tolukuma area to have significant potential, but nevertheless there is a significant risk inherent in the production plan.

Tolukuma Regional Project

The following information is extracted from and is qualified entirely by the more detailed disclosure in the Technical Report titled “Tolukuma Regional Project, Technical Report, Located in Central Province, Papua New Guinea” (the “ Tolukuma Regional Report ”) dated October 2007 and prepared by Malcolm Norris, Executive General Manager of Exploration and New Business, Emperor Mines Limited, which is incorporated herein by reference in its entirety. A full copy of the Tolukuma Regional Report is available for viewing on SEDAR at www.sedar.com .

Property Description and Location

The Tolukuma Regional Project is situated in the Goilala District of Central Province in Papua New Guinea, 100 kilometres north of Port Moresby. Tapini, the District headquarters of the Goilala District, lies 28 kilometres northwest of Tolukuma Gold Mine (15 minutes by helicopter). The Tolukuma Regional Project area surrounds the Tolukuma Gold Mine, Mining Lease (ML) 104. With the exclusion of the Tolukuma Mine, the Tolukuma Regional Project does not include any producing mine or property with mineral resources or reserves. Access to the Tolukuma Regional Project from the capital Port Moresby is via a helicopter flight to Tolukuma Gold Mine and then shuttle helicopter flights from the mine to the various exploration prospects.

The Tolukuma Regional Project comprises six tenements which are adjacent to ML104. EL 580 which borders ML104 has 68 sub blocks and covers an area of 230 km[2] . EL 683 has 30 sub blocks and covers an area of 102 km[2] . EL 894 has 75 sub blocks and covers an area of 254 km[2] . EL 1264 also has 75 sub blocks and occupies an area of 254 km[2] . EL 1284 has 58 sub blocks and covers an area of 196 km[2] . EL 1379 has 313 sub blocks and covers an area of 1060 km[2] .

The Tolukuma Regional Project ELs are 100% owned by TGM In mid 2007, Mining Wardens hearings for renewal and extension of the tenement licences were conducted. According to Section (24) of the PNG Mining Act all applications for the grant or extension of Exploration Licences are lodged before the Mining Advisory Council for Mines Minister’s approval.

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The Exploration Licences are exclusive to TGM, and are not subject to any option or joint venture arrangement. No backin-rights are held by any party. Emperor intends to transfer these licences to a new subsidiary, Mountain Exploration Company Limited to facilitate the sale of TGM and the Tolukuma Gold Mine.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Tolukuma Regional Project area is mostly drained by Auga and Dilava Rivers. The terrain is steep, rugged and deeply incised. The highest peak is Mt Tafa (2701 m). The main drainage systems that originate on the flanks of Mt Tafa are Dilava and Yaloge Rivers to the SW, Auga River to the NW and Udava River to the east-southeast.

The project area is located within the Owen Stanley Range. This runs northwest to southeast and the Tolukuma Regional Project lies midway between the coast and the high Owen Stanley Range.

The area is naturally covered with thick tropical rainforest trees and undergrowths. The southern side area towards the coast has been reserved for commercial timber production. Logging activity in this area is currently continuing.

Access into the Tolukuma Regional Project Site is by helicopter from Port Moresby.

The climate is tropical monsoon with March to September being the driest months and therefore the best period for exploration. Generally it rains all year round with the heaviest falls occurring in between the months of November and February. Maximum-recorded rainfall is around 3 to 4 metres per year.

Ninety seven (97%) of land in PNG is customary land, therefore surface rights is vested to the local people. In this area Goilala people are the legitimate customary land owners who have been given the surface rights through customary land rights.

The Mining Act Section 5 (1) states that all minerals existing on, in or below the surface of any land in PNG, including any minerals contained in any water lying on any land in PNG are the property of the state.

History

CRA explored the area in the late 1960’s and early 1970’s, and again in the period 1978-1983. The exploration included limited drilling in the Etusi district. Newmont Propriety Limited held the area under various exploration licences in the late 1980s, from 1985 to 1993, undertaking regional exploration for gold-silver epithermal deposits, mostly within the area of EL 580. Dome Resources acquired tenements from Newmont in 1993 and continued exploration within and adjacent to Tolukuma EL 580 areas. Dome Resources carried out intensive exploration within the Tolukuma Regional Project area with geochemical soil, rock chips, BLEG sampling, stream sediment sampling and pan concentrate sampling.

In 2000, DRDGold acquired all of the PNG assets of Dome Resources, including the Tolukuma Regional Project DRG Gold, as owner of TGM, undertook exploration at various prospects at the Tolukuma Regional Project, including at the Saki Prospect. Emperor then acquired the PNG assets of DRDGold in early 2006 and continued with the regional exploration program within the Tolukuma Regional Project area.

Geological Setting

The Tolukuma Regional Project lies within the Cretaceous Kagi Metamorphics, which forms the basement in the area. The metamorphics are composed of slate, phyllite, schist and minor gneiss. Overlying younger units are the Malufu Beds (Eocene limestones), Tomx (calcareous clastics of Oligocene-Miocene age, Talama Volcanics (andesitic to basaltic pyroclastics) and Mt Davidson Volcanics (basaltic to andesitic conglomerate) of Late Miocene-Early Pliocene age. An intrusive suite of quartz diorites of Mid Miocene-Early Pliocene age intrude this sequence.

The dominant regional structure in this part of central PNG is the NW trending Owen Stanley Thrust Fault. This is flanked, some 30-35 km to the west, by the Udava Thrust Fault, and other parallel structures – the Ijav Fault, the Saki Fault and the Tolukuma Fault in succession from east to west.

The Tolukuma Regional Project area lies within the New Guinea orogenic belt, the site of two major oblique arc-continent collisions along the northern margin of the Australian craton. In Papua New Guinea, major centres of porphyry-related magmatic Cu-Au mineralisation and intrusive associated and epithermal Au mineralisation are associated with intrusive complexes that were emplaced into the orogenic belt along NNE-trending transfer faults that traverse the orogen. Examples of Cu-Au and Au deposits that are associated with major transfer structures include Ok Tedi, Frieda River, Yandera, Porgera, Kainantu, Wau-Bulolo, Tolukuma and Mt. Bini. The mantle-penetrating transfer structures were inherited from the underlying plate of the north Australian margin and propagated into the overlying plate of the collision zone during episodes of reactivation. The Tolukuma Regional Project is centred on the Tolukuma transfer structure, a member of this metallogenically important NNE-trending transfer faults.

Exploration

Multiple exploration sites and prospects have been identified but there still remains considerable work to be done to follow

up prospect areas defined to date.

Exploration is at a grass-roots to advanced stage depending upon the specific prospect area. The Saki prospect is at an advanced stage.

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The following table summarises tenement prospect work status undertaking TGM.

EL	Prospect	Work Status
580	Saki	Soil and rock sampling, mapping, trenching,, drilling
863	Samanalan	Stream sediment, BLEG & -80#, rock &soil sampling
894	Gina	Stream sediment, channel sample, trenching, limited rock chip & soils
	Etasi Region	BLEGs, ridge/spur soils, trenching
	Evese	Mapping, rock & soil sampling
1264	Minaru area	BLEG, stream sediment, limited soil sampling, rock floats
1284	Kone	Stream sediment, soil & rock chip, mapping
	Mt Olom	Rock chips
	Gaiva/Belavista	BLEG, stream sediment, mapping / stream sediment, soil
	Kaelape	Rock chips, stream sediment, pan con,
1379		Stream sediment & limited BLEG

Mineralization

The Tolukuma Regional Project comprises various styles of mineralization, ranging from porphyry and skarn to epithermal low and high sulphidation systems. Mineralization is both structurally controlled and disseminated and is most commonly associated with Miocene to early Pliocene intrusive rocks and Mt. Davidson volcanic rocks.

Four distinct styles of mineralization are developed in the project area and are all spatially related. These styles include:

♦ Structurally controlled, epithermal vein low-sulphidation systems as at Tolukuma, Etasi and Saki.
♦ Structurally controlled weakly mineralized epithermal high sulphidation systems as at Daikoku.
♦ Skarns at Genga and Badim Creeks.
♦ Porphyry related magmatic Cu-Au mineralisation at Etasi, Genga, Badim, Gina and Kone

Sporadic occurrences of alluvial gold and alluvial activities occur within the confines of the project and other adjacent areas.

Drilling

No drilling has been undertaken by Emperor within the project area.

Ipi River Project

The following information is extracted from and is qualified entirely by the more detailed disclosure in the Technical Report titled “Independent Geological Report, Ipi River Property (EL 1352), Central Province, Papua New Guinea” (the “Ipi River Report”) dated November, 2007 and prepared by Bruce David Rohrlach. The Ipi River Report is incorporated herein by reference in its entirety. A full copy of the Ipi River Report is available for viewing on SEDAR at www.sedar.com .

Property Description and Location

The Ipi River exploration license (EL 1352) comprises 275 sub-blocks which have a combined area of 931 km[2] . The Ipi River EL is located in the Goilala district of the Central Province in Papua New Guinea, on the southwest flank of the rugged Owen Stanley Range. It is centred approximately 150 km NNW of the capital city of Port Moresby. The property is accessed by fixed-wing aircraft from Port Moresby to the Kumulai or Guari airstrips. The closest sub-provincial centre is Tapini which lies ~20 km SSE of the property.

The Ipi River property is an exploration license that was granted to TGM. The first two year term of the property expired on 18 October 2006 however an application for renewal of the property was submitted on 17 July 2006. Processing of the renewal application by government authorities is ongoing. Emperor intends to transfer the Ipi River properly to Mountain Exploration Company Limited to facilitate the sale of TGM and the Tolukuma Gold Mine.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The most direct access to the Ipi River EL is by either fixed-wing aircraft or helicopter from Port Moresby to Kamulai. Alternatively there are regular flights from Port Moresby to Tapini, the sub-provincial headquarters for the Goilala region which lies about 20 km SSE of the property. There was a road link from Tapini to the property via Guari and Kamulai however this road is no longer passable by vehicle.

The property area is located in a tropical region with a pluvial monsoonal climate. There are two seasons, a dry season which extends from April to September and a wet season which extends from October to March.

The Ipi River property is located in a remote area which has difficult access that requires substantial logistical planning. The area has a low population density, with large areas being uninhabited, and only some scattered villages and small mission settlements in the area. Consequently the local resources are minimal.

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The Ipi River project covers an area of 931 km[2] and is at an early stage of exploration, so little comment can be made in regard to the availability of areas for potential tailings storage, waste disposal and processing plant sites, or any other possible future requirements for mine infrastructure.

The exploration licenses of Emperor straddle both sides of the Owen Stanley Range, a mountainous cordillera which forms the southeast extension of the PNG Mobile Belt. The terrain on the Ipi River property is rugged and steep, with elevations rising from 70m above sea-level near the southwest corner of the property to 3260m above sea-level on the northern boundary of the license area. The principal drainage systems on the southern portion of the property, the Akaifu and Inawafunga Rivers, drain to the southwest whilst on the northern half they drain out onto the lowland to the northwest via the Kunimaipa River. Grassland is dominant in the Kunimaipa River valley whilst dense tropical rainforest covers most other areas. Mt Yule lies in the central portion of the exploration license and is characterized by alpine vegetation. The steep terrain and high rainfall cause frequent flash-flooding in many of the drainages.

History

The current area of the Ipi River property was mapped by the BMR in the 1960’s, and it was at this time that government geologists first recognized the prospectivity of the region for porphyry Cu-Au systems. The area was part of a more extensive aeromagnetic survey by CCG France in 1967. A series of companies have since explored parts of the property in a cursory manner, and include CRA Exploration (1970-1974), Dampier Mining Company Ltd (BHP; 1974-1976), Indaba Pty Ltd (1988), Newmont (1989), BHP (1992-1993) and Tolukuma Gold Mines (1999-2002 and 2004 to present). Regional stream sediment coverage by these companies collectively provides a sound basis for defining areas of geochemical anomalism. The only drilling conducted on the property was three holes at the Ipi River prospect by Indaba Pty Ltd.

Geological Setting

The property lies within the New Guinea orogenic belt, the site of two major oblique arc-continent collisions along the northern margin of the Australian craton. In Papua New Guinea, major centres of porphyry-related magmatic Cu-Au mineralization are associated with intrusive complexes that were emplaced into the orogenic belt along NNE-trending transfer faults that traverse the orogen. Examples of Cu-Au and Au deposits that are associated with major transfer structures include OK Tedi, Frieda River, Yandera, Porgera, Kainantu, Wau-Bulolo, Tolukuma and Mt Bini. The mantlepenetrating transfer structures were inherited from the underlying plate of the north Australian margin and propagated into the overlying plate of the collision zone during episodes of reactivation. The Ipi River property is centred on the Yule transfer structure, a member of this family of metallogenically important NNE-trending transfer faults, and which lies between the Morobe goldfield (Wau-Bulolo districts) and the Tolukuma district.

The Ipi River property lies on the northeast portion of the Yule 1:250,000 geological sheet. The geology of the Ipi River property comprises a basement sequence of metamorphic rocks (Kagi Metamorphics) which are overlain by a succession of volcanic and sedimentary sequences that span the Late Cretaceous to Early Pliocene. They comprise the Auga Beds (Late Cretaceous to Eocene), the Aibala Volcanics (Eocene), the Talama Volcanics (Middle to Late Miocene) and sediments of the Yaifa Formation. These sequences are intruded by high-level Mio-Pliocene intrusions that form dykes, small plutons and stocks. The intrusions are generally multi-phase and dioritic in composition and are feeders to the overlying Mt Davidson Volcanics of Pliocene age. The intrusions are the time-equivalents of the Morobe Granodiorite and its late-stage plutons, the Edie Porphyry, both of which are associated with gold mineralization in the Wau district of the Morobe goldfield. On the Ipi River property these intrusions generate positive magnetic anomalies that are aligned along the Yule transfer structure. The principal intrusive centre on the Ipi River property is the Variza magnetic anomaly. It is a ‘bulls-eye’ magnetic feature ~7-9 km in diameter that is interpreted to be a batholith that underlies the eroded caldera-like landform of the Mt Yule volcanic centre.

Exploration

Exploration work undertaken by TGM was conducted in two phases under EL-1281. Limited ground-based work has been conducted during the tenure of the succeeding EL-1352 which was granted over a similar area. An external consulting group (Mining Associates; Lord et al . 2006) reviewed all historical work for Emperor and this has recently been followed up with limited stream sediment and rock chip sampling at the main Ipi River property porphyry prospect.

Initially TGM conducted an extensive literature review of previous exploration on the property and then followed this up with a second phase of work that involved inspecting areas highlighted by the literature review.

Mineralization

Several prospects have been defined on the property as a result of geochemical anomalies defined by stream sediment, BLEG and pan concentrate sampling. The principal prospects are the Ipi River prospect and the Variza Creek prospect. At the Ipi River prospect, a feldspar-hornblende porphyry diorite stock is associated with Cu anomalism at surface. The mapped intrusion lies under an extensive deposit of probable alluvial gravel that may contain significant alluvial gold, as suggested by limited surface sampling by Indaba Pty Ltd. Drilling by Dampier (BHP) encountered very low-grade porphyry-related mineralization in the bedrock, however the drilling was located in the centre of the intrusion and not in the most prospective area which is likely to be on the margins of the intrusion. BLEG sampling by BHP during a second round of exploration in the early 1990’s defined an area of interest northwest of the area of their earlier drilling. Follow-up work by Tolukuma Gold Mines (a subsidiary of Emperor Mines Ltd) in 2006 yielded clusters of strongly mineralized rock chip samples

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within the same general area as the BHP BLEG Au anomalies. At the Variza Creek prospect extensive Cu and Au stream sediment anomalies cover an extensive area on the northeast quadrant of the Mt Yule volcanic centre. Limited soil sampling and grab sampling in the region identified substantial zones of Au mineralization including a peak Au soil value of 6.9 g/t Au, infill soil sampling that generated an interval of ~80m @ 0.77 g/t Au and a grab sample that assayed 26 g/t Au. The Cu anomalies concentrate south of the northeast wall of the Mt Yule caldron whilst the Au stream sediment anomalies concentrate to the north of the caldron wall. The area is considered prospective for a modest size porphyry system at depth and for shallow-level epithermal gold systems. Other geochemical anomalies on the Ipi River property that require follow-up include the Kolaxi Creek area, the Hane Creek area and the southeast Kunimaipa area.

Drilling

Emperor has not conducted any drilling on the Ipi River property to date.

Aikora Project

The following information is extracted from and is qualified entirely by the more detailed disclosure in the Technical Report titled “Aikora Project, NE Tenement Block, Technical Report, Located in Morobe & Oro Province, Papua New Guinea” (the “Aikora Report”) dated October, 2007 and prepared by Malcolm Norris, General Manager Emperor Mines Limited. The Aikora Report is incorporated by reference herein in its entirety. A full copy of the Aikora Report is available for viewing on SEDAR at www.sedar.com .

Property Description and Location

The Aikora Project consists of four Exploration Licences located approximately150 kilometres north- northwest of Port Moresby, the capital city of PNG, and ~80 kilometres northeast of the Tolukuma Gold Mine site. The four Exploration Licences, EL 1271, EL 1297, EL 1327 and EL 1366, that make up the Aikora Project Area lie within the boundary of the Morobe and Oro Provinces on the Papua New Guinea mainland.

The Aikora Project is 100% owned by TGM. In mid 2007, Mining Wardens hearing for the renewal and extension of the tenement licences were conducted. According to Section (24) of the PNG Mining Act all applications for the grant or extension of Exploration Licences are lodged before the Mining Advisory Council for Mines Minister’s approval. The Exploration Licences are exclusive to TGM. EL 1271 is the subject of an earn-in joint venture with Papuan Precious Metals. The other 3 ELs are not subject to any option or joint venture arrangements. No back-in-rights are held by any party. Emperor intends to transfer the Aikora Project to Mountain Exploration Company Limited to facilitate the sale of TGM and the Tolukuma Gold Mine.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the project area is through fixed wing aircraft, helicopter, and by foot or boat.

The Aikora Project covers the coastal plains to the east, and central ranges towards the west with topographic relief locally severe. The topography is incised with steep valleys and cliffs. On the foot hills of the Owen Stanley Range the peaks are 200-750m above sea level. Inland some 20 km, the mountains start to get larger with spot heights to 1100-3000 m above sea level.

The climate is typically monsoonal, with a pronounced wet season from November to February.

Subject to the Mining Act all land in the State, including all water lying over the land, is available for exploration and mining and the grant of tenements over it.

Ninety seven (97%) of land in PNG is customary land, therefore surface rights is vested to the local people.

History

Exploration within the Aikora Project is in the early stages. Historical exploration has been largely empirical with most of the area having been explored through routine reconnaissance work programmes and information gathered from previous explorers. Field techniques used are predominantly creek geological mapping and sampling, ridge and spur soil sampling and trenching in selected areas.

Past exploration programs carried out within the Aikora Project have identified and confirmed 8 gold prospects and other minor anomalies. The majority of these have undergone geochemical sampling indicating significant anomalism.

Geological Setting

There are basically three geological domains within the Aikora Project, comprising of;

♦ The Owen Stanley Metamorphics locally termed the Kagi Metamorphics form the spine of the Aikora Project – they comprise laminated, grey-green and black phyllites, sericitic schists, calcareous slate, rare marble and some recrystallised limestones.
♦ The Papuan Ultramafic Belt forms the eastern side of the Project Area and comprises dunite, pyroxenite, serpentine and some basalt, all of which are intruded by gabbro.
♦ The Quaternary alluvials of the Middle Waria Valley covers the north northeastern side off the Project Area.

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Within the Aikora Project lies the Owen Stanley fault and is flanked by other major faults to the east in the Timeno and Gira Faults. The Owen Stanley Fault is a NE dipping, listric low angle fault, in contrast to the Gira Fault which is interpreted to be vertical. Together the Owen Stanley and Timeno Faults define a graben that is occupied by down faulted. Lokanau Volcanoes. Activity on these faults appears to have started in the Miocene, and continues to the present.

Exploration

The status of exploration within the project area is entirely at a grass-roots level with most of the historical work comprising reconnaissance scale mapping and sampling. Current prospect sites within the Aikora Project had been identified through previous work and confirmed through more recent exploration.

EL #	Prospects	Status of work (from past exploration and current work being done)
1297	Oi Creek	Stream sediment, soil sampling, rock chips, trenching, mapping and traversing
1297	Awara	Drilling, mapping and traversing, soil sampling, grid soil sampling
1297	Milton	Stream sediment, mapping and traversing, soil sampling
1297	Gira	Pan con, trenching, mapping and traversing, soil sampling
1327	Aikora River	Rock chip, stream sediment, pan con, mapping and traversing, rock chip
1327	Mt Dye	Soil sampling, trenching, stream sediment, pan con, mapping and traversing
1271	Ono River Group	Pan con, bleg au, stream sediment, soil sampling, rock chips, mapping and traversing
1366	Eia River	Pan con, stream sediment, rock chip sampling, mapping and traversing

Mineralization

There are no currently reported large known mineralised areas or operating mines within the project area. However, gold does occur throughout the area, particularly in the Ioma district located on the south-east mid section of the project area, in multi-stage silicified quartz-sulphide breccias, quartz vein-stockworks, quartz-sulphide veins and silicified chlorite illite veins. Veins and stringer mineralization, containing visible Au, exhibit colloform banding in vuggy to milky white cherty quartz. Country rock fragments in the veins are often sericite-chlorite-pyrite altered. Bonanza specimens with up to 100 g/t Au have been reported from selected samples of quartz-chlorite-epidote-sulphide vein float. Disseminated porphyry style mineralization, only seen in float, occurs in the upper reaches of Andouri and Oi Creeks. The source is not clearly defined, but it was considered that they might come from the apex of porphyry Cu-Au deposit that is only now being unroofed.

At Gira, gold occurs in brecciated and silica-flooded narrow structures. The breccias are sericite-fuchsite-quartz altered clasts in a smoky black quartz matrix. Elevated Au comes from samples with coarse disseminated pyrite and base metal sulphides. Creeks with such float breccia, also have visible wire Au in pan concentrates.

On the south-eastern part of the project area, reported alluvial Au production from the Gira Aikora Field has amounted to 68 000 oz plus 700 oz of platinoids, and the Yodda Field further south near Kokoda has produced 85 000 oz. Allen (1985) described the Wringles Race prospect, which covered an area 5 km x 2km between Bayoh and Elamba Creeks, as one with widespread Au in soils and alluvials in a basaltic terrain. The Baranuma Creek Prospect on the Gira Fault, which separates ultramafic rocks from basalts, shows pannable Au over 4 km[2] . Duck et al (1998) noted structurally controlled breccias zones and quartz veins demonstrating a NW trend. The Gira River float sampling of Yapakain (2003) supports this concept. In the headwaters of Camp Creek an extensively oxidized breccia zone was mapped in a dilational zone between two structures. The tenement has a huge amount of alluvial Au, but a bedrock source has yet to be identified.

In the north-western portion of the project, heavy minerals within the Waria-Ono gravels include zircon, cinnabar, sulphides (mostly pyrite), gold and platinum. Some Hg-coated Au is present, which presumably reflects early or local mining.

Tujuh Bukit Project

The following information is extracted from and is qualified entirely by the more detailed disclosure in the Technical Report titled “Tujuh Bukit Project Technical Report, Located in East Java, Indonesia” ( the “Tujuh Bukit Report”) dated October, 2007 and prepared by Malcolm Norris, Executive General Manager Exploration and New Business, Emperor Mines Limited. The Tujuh Bukit Report is incorporated herein by reference in its entirety. A full copy of the Tujuh Bukit Report is available for viewing on SEDAR at www.sedar.com .

Property Description and Location

The Tujuh Bukit Project has been previously explored by Golden Valley Mines (1999) and Placer Dome (2000) This work identified drill-ready high-sulphidation Au-Ag and porphyry Cu mineralisation targets. There is presently no reported mineral resource or mineral reserve associated with the project.

The Tujuh Bukit Project covers an area of 11,621.45 ha and is located in the province of East Java, Indonesia, approximately 205 km southeast of Surabaya, the provincial capital.

PT. Indo Multi Niaga was granted a KP Explorasi (Kuasa Pertambangan Explorasi) over the property on 16 February 2007. Emperor farmed into the property on 19 August 2007 with the option to earn up to 70% of the project.

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The main mineralised prospect, Tumpangpitu, is located in the southeast corner of the tenement and covers an area of about 2.5 by 1.5 kilometres. The other significant prospect, Salakan, is located in the northwest part of the tenement and covers an area of about 6.0 by 4.0 kilometres. There is presently no reported mineral resources or reserves associated with this property. No historical mining activity has previously been conducted within or near to the boundaries of the tenement.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The project area encompasses Gunung Tumpangpitu (489 m ASL) and surrounding hill country which graduates into alluvial plains near to sea level. The region has a wet and dry season climate typical of tropical equatorial countries.

On the lower slopes, government-owned teak plantations, classified as Hutan Produksi (Production Forest), are common and are administered by the Perhutani, Banyuwangi. Remnant stands of forest on the upper slopes and top of Gunung Tumpangpitu are classified as Hutan Lindung (Forest Reserve) and special permits are required, and have been issued, from the Perhutani for operating within such areas.

Road access to the project is afforded via sealed road from Surabaya (8 hours) and Denpasar, Bali (8 hours).

History

The project area was first explored by PT. Hakman Platina Metalindo and its JV partner, Golden Valley Mines of Australia, as part of a larger area (25,930 ha) granted in 1996 by the Department of Mines and Energy. Prior to this no mineral exploration activity had been conducted in the area with the exception of regional mapping conducted by the Department of Mines in the early 1990’s.

Golden Valley Mines identified the potential of the Tumpangpitu and Salakan areas as prospective targets for porphyry Cu type mineralisation following a regional (1:50,000) drainage and rock-chip geochemical sampling programme conducted during December 1997 – May 1998. An initial scout drilling programme of 5 diamond drill holes (1999.5 m) was conducted during March – June 1999.

In February 2000 Placer Dome Inc. (Placer) entered into a joint venture with Golden Valley Mines to earn 51% of the project and assumed operational control of the exploration programme.

In order to better define targets for follow-up drilling on Tumpangpitu 32.75 kilometres of grid-based geochemical and IP surveys were completed between April-May 2000. A total of 25.8 line kilometres of IP were completed, and 584 bedrock auger, 63 outcrop channel and 122 rock-chip samples were collected (includes standards).

On the basis of the results from a second drilling programme a further 14 holes were designed (2,700m). However, Placer withdrew from the project possibly due to the combined influences of the relatively low metal prices at the time (i.e., the project did not appear to meet corporate thresholds of size and grade) together with an unstable economic and political climate across much of southeast Asia.

There is no report or record of further work being conducted on the project by Placer-GVM and the area became vacant by the time. IMN applied for a General Survey in 2006 over the project area and the subsequent joint venture with Emperor in 2007.

Under the terms of the Alliance Agreement, Emperor has an option to acquire up to 70% economic interest in the Tujuh Bukit Project. The agreement recognises the potential to increase the area held under the Exploration KP up to a 25km radius from the existing boundary.

Emperor has made cash payments to IMN of A$250,000 on signing of the Alliance Agreement. An additional cash payment of A$300,000 will be made by Emperor to IMN upon signing of a full JV Agreement (estimated ~6 months after Alliance Agreement signing).

Emperor is to fund exploration to A$5M over 5 years to earn 51% (Emperor can exit at any time $1M minimum spend but qualified by due diligence success). Emperor is to make a ‘resource payment’ at the point at which it has earned 51% - the resource payment is to be calculated at A$7.50/oz of JORC compliant Indicated Resource gold equivalent above 0.5M oz. The payment is capped at A$7.5M and is linked to development approvals.

Emperor then has the option to fund further exploration for an additional A$3M to earn an additional 19% stake.

Emperor then is required to free carry IMNs 30% towards completion of a Feasibility Study but this free carry is limited to an additional A$42M.

Geological Setting

The Tujuh Bukit project lies within the Sunda-Banda magnetic arc which arose through subduction of the north-moving Indo-Australian plate beneath the Asian continental plate margin.

The outcropping geology of the project area is dominated by highly altered Tertiary volcanics and intrusives that occur as discrete topographic highs and exist as remnants of a Tertiary volcanic arc that forms the southern margin of the island of Java (Sunda-Banda Arc). The Tertiary rocks are unconformably overlain by Pleistocene mafic volcanic and limestone sequences that are typically exposed in coastal outcrop. Quaternary alluvials cover some 3-5% of the project area and have the potential to obscure mineralisation.

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The Tumpangpitu prospec t , located in the southeast corner of the Exploration KP, is characterised by 2-3 northwesttrending prominent ridges of highly silicified, advanced argillic-altered tuffaceous breccias that host oxidised Au-Ag mineralisation. The silicified “leached-cap” overprints typical porphyry Cu type mineralisation seen in coastal outcrops. The alteration system at Tumpangpitu covers an area of approximately 5-6 km[2] .

Seven kilometres to the northwest, and along strike, of Tumpangpitu the Salakan Prospect is defined by a broad area (some 15 km[2] ) of silica-clay-pyrite altered volcanics with anomalous Au-Ag-Cu geochemistry. With the exception of reconnaissance drainage sampling the area is essentially unexplored to date.

Two additional areas of drainage geochemical anomalism occur on the property 6km southwest of Salakan and 3 km east of Tumpangpitu. Neither area has been followed up with further exploration work.

Exploration

Since the signing of the Alliance Agreement between Emperor and IMN, exploration work on the Tumpangpitu prospect has involved preparation for diamond drilling of the first-phase resource-definition programme as proposed by Hellman and Schofield. This has involved commencement of the drill program, preparation of drill pads, developing logistic supply lines and procedures, organising accounting procedures and designing the database to process the various data associated with the programme. The programme is to involve PT. IMN professional personnel (geologists, logistic managers and accountants) as well as local labour employed on a daily basis.

The aim of the first phase diamond drilling programme (5000m) is to test the northwest strike potential of the oxide advanced argillic Au-Ag ridges identified in three distinct zones, namely; the GT-01,10 area (Zone A), the GT-05 area (Zone B) and the GT-04,11 area (Zone C).

Mineralization

Tumpangpitu high sulphidation epithermal Au-Ag – porphyry Cu-Au system

The Tumpangpitu high-sulphidation epithermal Au-Ag prospect comprises a 2.5 km by 1.5 km zone of advanced argillic alteration that is exposed at surface as two (perhaps three) sub-parallel zones (each about 300-400 metres wide and about 2 km in length) trending northwest across the prospect, parallel to regional structures.

Salakan high sulphidation Au-Ag-Cu prospect

The Salakan prospect area is defined by a 4.5 km long array of Au anomalies in BLEG samples and Cu anomalies in stream sediment samples. The geochemical anomalies in this region also lie at the nexus of northwest and northeast trending structures and potentially the prospect represents a strike-extension of the Tumpangpitu alteration system.

Drilling

Emperor has recently commenced drilling (Sept 2007) of a two-phase exploration programme designed initially to focus on the potential oxide Au-Ag mineralisation aimed at delivering a JORC resource estimate (a 5000+ m drilling program), and secondly to explore the porphyry Cu-Au potential at depth beneath the outcropping high sulphidation Au-Ag mineralisation (a 3000m drilling program).

Early in 2008 it is anticipated that exploration work (grid-based geochemistry and IP) will commence at the Salakan prospect with drilling of potential targets to begin by the middle of the year.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Annual Information

The following table sets out financial information of Emperor and should be read in conjunction with the audited financial statements for the year ended June 30, 2007 (with comparative information for June 30, 2006), the audited financial statements for the year ended June 30, 2006 (with comparative information for June 30, 2005) and the unaudited financial statements for the three months ended September 30, 2007 attached hereto as Schedule “B”.

KPMG are the current auditors of Emperor. KPMG have given their consent to the inclusion of their audit report on the consolidated financial statements as at June 30, 2007 and of their review report on the consolidated financial statements for the three months ending September 30, 2007. PricewaterhouseCoopers were the auditors of Emperor for the June 30, 2006 with comparative information for June 30, 2005 financial years and have given their consent to the inclusion of their audit report on the consolidated financial statements for those years.

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The financial statements of Emperor have been prepared under the Australian equivalents to IFRS and are in A$.

	For the three
	months ended September 30	For the year ended June 30
	A$000		A$000
	2007	2007	2006	2005
Total Revenue	712	100,736	127,826	155,322
Income (loss) from Continuing Operations	(11,967)	(41,639)	(20,659)	(1,297)
Net Income (loss)	158,576	(237,047)	(27,217)	(1,297)
Total Assets	101,595	163,490	396,099	197,201
Total Long Term Liabilities	45	19,327	114,027	134,784
Cash Dividends to Ordinary Shareholders	Nil	Nil	Nil	Nil

The following table sets out unaudited quarterly financial information for Emperor for the eight most recently completed quarters ended September 30, 2007 (in thousands of Australian dollars)

	Sept 30,	June 30,	March 31,	Dec 31,	Sept 30,	June 30,	March 31,	Dec 31,
	2007	2007	2007	2006	2006	2006	2006	2005
Total Revenues	712	13,552	28,002	28,028	31,154	34,816	26,970	30,525
Income (Loss) from	(11,967)	(24,923)	(6,900)	(952)	(8,864)	(11,098)	(27,489)	(882)
continuing operations
Net Income (Loss)	158,576	(23,666)	2,687	(198,091)	(17,977)	4,540	(27,489)	(882)

* Restated to present Vatukoula operations discontinued

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2007 AND THE THREE MONTHS ENDED SEPTEMBER 30, 2007

Overview

The following is a summary of the key elements of Emperor’s activities for the three months ended September 30, 2007:

Tolukuma Operations

♦ Emperor announced its intention to divest of the Tolukuma Gold Mine
♦ Gold production of 10,033 ounces, a decrease of 5% from the prior quarter (10,561 ounces)
♦ Cash costs US$944 per ounce, an increase of 17% from the prior quarter (US$807 per ounce)

Exploration

♦ Signed Alliance Agreement to explore the Tujuh Bukit Au-Ag-Cu project in East Java
♦ Drilling of the first hole at Tujuh Bukit completed post quarter

Finance

♦ Gold and silver revenue was A$11.0 million
♦ Cash of A$76.6 million at period end

Corporate

♦ Completion of the sale of Emperor’s 20% interest in the Porgera Joint Venture
♦ Returned A$0.05 per share to shareholders
♦ Proposed Arrangement with Intrepid announced and a loan of A$5 million provided to IMC on commercial terms with a further A$1.2 million advanced post quarter end
♦ Arrangement due diligence completed post quarter end
♦ Post quarter end, DRD Gold’s share placement of its 79% shareholding in Emperor completes a significant condition precedent to merger

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Operating Results

For the Three Months Ended September 30, 2007

This section includes results from discontinued operations which have been presented as discontinued operations in the financial statements for the three months ended September 30, 2007.

Emperor recorded a profit of A$158.6 million for the quarter ended September 30, 2007 compared to a net loss of A$18.0 million for the quarter ended September 30, 2006. The profit for the quarter included a profit on sale of A$167.8 million for the Emperor’s 20% share in the Porgera Joint Venture.

Revenue from gold and silver sales for the three months to September 30, 2007 totalled A$10,975,000 as compared to A$43,518,000 for the corresponding quarter ended September 30, 2006, which included A$9,562,000 in gold and silver sales for the Tolukuma Gold Mine. Operating performance at the Tolukuma Gold Mine (10,033 ounces) continued below forecast levels due to power supply issues which impacted the ability to maintain operations in the mill and underground.

A total of 12,070 ounces was sold for the quarter ended September 30, 2007 (compared to 52,048 ounces for the quarter ended September 30, 2006).

Mineral Sales

Mineral Sales
	3 months to	3 months to	3 months to	3 months to	3 months to
	September 30, 2007	June 30, 2007	March 31, 2007	December 31, 2006	September 30, 2006
Gold sold (oz)	12,070	12,993	33,183	43,636	52,048
Realised Price A$/oz	830	757	843	800	825
Gold sold A$000	10,021	9,838	27,972	34,923	42,930
Silver sold A$000	954	689	942	981	588
Total metal sales	10,975	10,527	28,914	35,904	43,518
A$000

For the Year Ended June 30, 2007

Emperor recorded a loss of (A$237,047,000) for the year ended June 30, 2007 compared to a net loss of (A$27,217,000) for the year ended June 30, 2006. The loss for the year included a loss from the closure and subsequent sale of its Vatukoula operations of A$195,408,000.

Revenue from gold and silver sales for the 12 months to June 30, 2007 totalled A$119,014,000 compared to A$130,930,000 for the corresponding year ended June 30, 2006. Operating performance at the Tolukuma Gold Mine (44,181 ounces) was affected throughout the year by a series of incidents including a serious failure of the sag mill, a collapse of the Tinabar Decline, the flooding of the Gulbadi section, a 14 day weather event which prevented access, a helicopter crash, a lightning strike on the hydro power generation facility and an industrial dispute.

Porgera’s production (71,570 ounces) was affected by ongoing repairs to the West Wall of the open pit mine, and a lightning strike on the power generation facility at Hides, which also lowered production capacity. The Porgera production of 71,570 ounces represents 9 months of production to March 31, 2007, as the sale transaction was effective April 1, 2007.

A total of 141,860 ounces was sold for the year ended June 30, 2007 (compared to 185,081 ounces for the year ended June 30, 2006).

Mineral Sales

Mineral Sales
	12 months to	12 months to	12 months to
	June 30, 2007	June 30, 2006	June 30, 2005
Gold sold (ounces)	141,860	185,081	271,708
Realised price A$/oz	816	697	564
Gold sold A$000	115,814	129,069	153,252
Silver sold A$000	3,200	1,861	1,843
Total metal sales A$000	119,014	130,930	155,095

Financial Position

For the Three Months Ended September 30, 2007

Total assets decreased A$61,895,000 from A$163,490,000 at June 30, 2007 to A$101,595,000 at September 30, 2007, principally as a result of the sale of Emperor’s 20% share of the Porgera Joint Venture to Barrick Gold Corporation in August 2007, and the subsequent A$0.05 per share capital return the Emperor Shareholders completed in September 2007.

Total liabilities also decreased A$197,443,000 following the sale of Emperor’s share in the Porgera Joint Venture and the subsequent repayment of all debt in August 2007.

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For the Year Ended June 30, 2007

Total assets decreased A$232,609,000 from A$396,099,000 at June 30, 2006 to A$163,490,000 at June 30, 2007, principally as a result of the closure and subsequent sale of the Vatukoula Mine in Fiji to Westech Gold Pty Ltd in March 2007, and the impairment of non-current assets of the Tolukuma Gold Mine of A$11,456,000.

Total liabilities increased A$21,339,000 from A$201,711,000 at June 30 2006 to A$223,050,000 at June 30 2007, principally due to an increase in borrowings, including the close out of the gold forward hedge book which was partially offset from the sale of the Vatukoula Mine.

Operations Review

For the Three Months Ended September 30, 2007

Tolukuma Gold Mine

Mineral Resources at the Tolukuma Gold Mine as at 30 June 2007 totalled 0.680 million tonnes at an average gold grade of 18.7g/t, containing 410,000 ounces, within which are ore reserves of 0.207 million tonnes at an average gold grade of 20.6g/t, containing 137,000 ounces.

Mining and Processing

The September 2007 quarter saw a decrease in gold production of 5% from the previous quarter, which comprised 45,041 tonnes milled (49,516) at a head grade of 7.12g/t (7.54) producing 10,033 ounces of gold (10,561) at a cash cost of US$944/0z (US$807/0z).

Production during the quarter was adversely affected by power supply issues that impacted the ability to maintain operations in the mill and underground at planned levels. Low river levels resulted in reduced generation of hydro power with diesel powered generation sets being run at maximum capacity. This resulted in increased power generation costs (price and usage) and increased logistics costs due to the supply, by helicopter, of additional diesel fuel.

For the Year Ended June 30, 2007

Vatukoula Gold Mine

Production at the Vatukoula Gold Mine was impacted by a serious incident involving a mine shaft conveyance occurring in the Philip Shaft on the evening of October 16, 2006, when an empty skip-cage fell down the Philip Shaft during annual maintenance, causing damage to the surface winder mechanism. An extensive three month review of the Vatukoula Gold Mine was completed in early December 2006 following the arrival of the new management team in August 2006. The results of the review concluded that continuation of the current mine plan was no longer economically viable with the recommendation to immediately cease all current mining and milling activities and to embark upon a thorough and exhaustive exploration program. This was envisaged to take 12 to 18 months followed by the completion of a bankable feasibility study inclusive of a detailed forward looking life of mine development and mining plan. Hence on December 5, 2006 the mine was placed on care and maintenance.

The management at the Vatukoula Gold Mine had been communicating with the interim Fijian Government in relation to the future of the mine during December 2006, however on January 6, 2007, military forces of Fiji, claiming to be acting under orders from senior commanders in Suva, entered parts of the Vatukoula mine. The management held meetings with members of the Fijian Government in Suva to clarify the situation in which control of the operation was to be directed through military personnel. In the view of Emperor, the Vatukoula mine was no longer under its management’s control. After ongoing discussions with the Fijian Government, several conditions precedent and subsequent were placed on Emperor in order for it to retain its mining and exploration rights. In Emperor’s view these encumbrances were untenable and eliminated any economic benefit that could be derived through future exploration and therefore Emperor actively considered a divestment of the Fijian assets.

In March 2007 Emperor announced that it had signed an agreement to sell all its Fijian assets, including the Vatukoula mine, to Westech Pty Ltd, a private company incorporated in Australia. Under the agreement, Emperor sold 100% of its shares in its Australian subsidiaries which in turn own the Fijian Assets. The sale was completed on March 28, 2007.

Porgera

Production during the nine months to March 31, 2007 was impacted by unplanned mill downtime, suspension of mining in the mini-pit to allow construction of the lower buttresses, unseasonably high rainfall and the Hides power station interruptions from lightning strikes. Processing of low grade long term stockpiles and lower grades from the pit resulted in lower than expected grade for the period.

In April 2007, Emperor announced the sale of its 20% interest in the Porgera Joint Venture to Barrick Gold Corporation. Total consideration for the transaction was US$255,000,000. The effective date of the transaction was April 1, 2007.

On June 20, 2007 Emperor announced that following negotiations with Barrick, Mineral Resources Enga Limited, the third joint venture partner in the Porgera Joint Venture, had waived its pre-emptive rights under the Porgera Joint Venture

General Information for the Meeting | Page 69

agreement to purchase a portion of the PJV interest, thus satisfying one of the key conditions precedent to the completion of the sale to Barrick.

The sale was approved by DRD Gold shareholders and Emperor shareholders at the general meetings held on July 27 and July 30, 2007 respectively. The transaction was subsequently completed on August 17, 2007.

Tolukuma Gold Mine - Mining and Processing

The year ended June 30, 2007 saw a decrease in gold production of 19% from the previous year, which comprised 185,394 tonnes milled (214,000) at a head grade of 8.42g/t (7.96) producing 44,181 ounces of gold (54,790) at a cash cost of US$798/0z (US$538/0z).

Production was impacted by the suspension of stoping operations in the D2 Decline-Gulbadi area on August 31, 2006 at the instruction of the new general manager in order to remediate potential safety issues. These issues included access to alternate underground mine egress, potential fire risks in air flow intake systems, and the absence of refuge chambers or fresh air bases in parts of this area. At the time that stoping operations were suspended in this area no alternative stoping blocks were accessible for production.

At the time, Run Of Mine (ROM) stocks were nil and a decision was made to shut the mill temporarily until sufficient ROM stocks and ore flows could be produced to sustain milling operations.

Gold flows from underground mining during September 2006 were from development headings in Zine 1515 North and South and Zine 1535 South and old gold recovered from the P5 and P2 decline areas. Surface stocks of low grade ore supplemented underground ore flows to maintain the mill profile. Late in September 2006, small tonnages of pre drilled ore in a D2 1385 stope were fired and bogged to surface.

Tragically, a helicopter chartered by the Tolukuma mine carrying two mine employees crashed on October 20, 2006 while transporting the body of a deceased senior village man back to his village for customary reasons. A member of the deceased’s family was also on board, together with the pilot, an employee of Heli-Niugini. Tragically, there were no survivors.

Production was also impacted by the shutdown of the SAG mill on November 25, 2006 after the discovery of serious damage to part of the mine’s SAG mill. The mill remained shut down until December 8, 2006 when essential repairs were completed.

A failure of the hydro power generation penstock pipe in February 2007 resulted in a plant shutdown for a period of ten days. This was followed by an industrial dispute in April 2007 which led to a loss of production for a further five days.

Production for January to June 2007 was from Zine 1690 to 1570 levels as well as from Tinabar 1665 to 1505 levels. Production activity recommenced in Gulbadi in June 2007 after critical work on the safety systems and ventilation systems was completed.

The major impediment to production throughout the year was the inability of the underground mine to deliver sufficient quantities of high grade ore to maintain mill capacity. This was initially due to the strong safety standards implemented at the mine with the suspension of Gulbadi but continued due to the cash flow and inventory crisis which occurred from December 2006 to May 2007. As a result of this, much of the mill feed for the year was sourced from low grade surface stockpiles.

Despite numerous operational difficulties, by year end significant advances had been made to restore Tolukuma to an acceptable standard, forming the basis for improvement in the coming year.

Overall Financial Performance

For the Three Months Ended September 30, 2007

Gold and silver sales

Emperor’s gold and silver revenue for the quarter ended September 30, 2007 was A$11.0M compared to $43.5M for the quarter ended September 30, 2006, reflecting lower ounces sold partially offset by improved gold prices achieved.

A total of 12,070 ounces was sold for the quarter ended September 30, 2007 (compared to 52,048 ounces, including 10,443 ounces from the Tolukuma Gold Mine, in the quarter ended September 30, 2006). The September 2006 52,048 ounces also included production from the now divested Vatukoula (15,283) and Porgera (26,322) operations.

The weighted average price realized for the quarter was A$830 (US$703 translated at 0.85) per ounce. The average spot price over the period was US$681 per ounce. The weighted average price realised for the September 30, 2006 quarter was A$800 (US$611 translated at 0.76) per ounce. The average spot price over this comparative period was US$622 per ounce.

Other Revenues

Interest earned on cash balances for the September 30, 2007 quarter totalled A$660,000 compared to A$54,000 for the September 30, 2006 quarter reflecting the increase in available cash following the receipt of monies following the sale of Emperor’s share of the Porgera Joint Venture.

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Cost of Gold and silver sold (excluding depreciation and amortization)

The cost of gold and silver sold (excluding depreciation and amortization) was A$14.0 million for the three month period to September 30, 2007 compared to A$40.8 million for the three month period ended September 30, 2006. The lower cost of gold and silver sold amount is a consequence of the lower production volumes following the divestment of Vatukoula and Porgera operations in March and August 2007 respectively.

Depreciation and Amortisation

Depreciation and amortisation expense (excluding amortisation of borrowing costs) for the current quarter, was A$117,000 on gold sales of 12,070 ounces or A$9.60 per ounce, compared to A$8,561,000 for the quarter ended September 30, 2006 on sales of 52,048 ounces or A$164 per ounce. The significant reduction in depreciation and amortisation expense follows the impairment of the Tolukuma Gold Mine at 30 June 2007 and divestment of Vatukoula and Porgera operations in March and August 2007 respectively.

General and Administration

General and administrative expenses for the September 30, 2007 quarter were A$6,445,000 compared to A$7,805,000 for the quarter ended September 30, 2006. The reduction in expenditure reflects lower corporate and insurance cost following the sale of the Vatukoula gold mine and the 20% share in the Porgera Joint Venture.

Option value expense for the quarter was A$137,000 being the allocation (over the vesting period) of the Black Scholes valuation of the options issued to employees under the Emperor Mines Employee Option Plan.

Borrowing Costs

Borrowing costs of A$4,920,000 were incurred during the September 30, 2007 quarter, compared to A$2,181,000 for the quarter ended September 30, 2006. Borrowings were only A$97.1 million during the September 2006 quarter compared to total borrowings of A$158.0 million in the current quarter prior to the repayment of all debt during the quarter.

For the Year Ended June 30, 2007

This section includes results from discontinued operations which have been presented as discontinued operations in the financial statements for the year ended June 30, 2007.

Gold and silver sales

Emperor’s gold and silver revenue for the year ended June 30, 2007 was A$119,014,000 compared to A$130,930,000 for the year ended June 30, 2006, reflecting lower ounces sold for the year due to production difficulties at all sites and divestment of Vatukoula and Porgera operations in March 2007.

A total of 141,861 ounces was sold for the year (compared to 185,081 ounces for the year ended June 30, 2006).

The weighted average price realised for the year was A$816 (USD$640 translated at 0.78) per ounce. The average spot price over the period was US$638 per ounce. The weighted average price realised for the year ended June 30, 2006 was A$697 (USD$521 translated at 0.75) per ounce. The average spot price over this comparative period was US$527 per ounce.

Other revenues

Interest earned on cash balances for the June 30, 2007 year end totalled A$282,000 compared to A$206,000 for the year ended June 30, 2006 (including discontinued operations). Other revenue also includes unrealised foreign exchange gains on translation of USD denominated debts to AUD.

Cost of gold and silver sold (excluding depreciation and amortisation)

The cost of gold and silver sold (excluding depreciation and amortisation) was A$113,869,000 for the year ended June 30, 2007 compared to A$100,719,000 for the year ended June 30, 2006 (including discontinued operations).

Depreciation and Amortisation

Depreciation and amortisation expense (excluding amortisation of borrowing costs) for the year ended June 30, 2007 was A$20,282,000 on gold sales of 141,860 ounces or A$142.97 per ounce, compared to A$19,947,00 for the year ended June 30,2006 on sales of 185,081 ounces or A$107.77 per ounce. The increase for the June 30, 2007 has been due to increase in amortisation of deferred waste at Porgera and increase in mine plant deprecation.

General and administration

General and administrative expenses for the June 30, 2007 year were A$32,647,000 compared to A$34,913,000 for the year ended June 30, 2006. The reduction in expenditure reflects a reduction in costs following the sale of the Vatukoula Gold Mine and the 20% share in the Porgera Joint Venture in March 2007.

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Option value expense for the year ended June, 30 2007 was A$904,000, being the allocation (over the vesting period) of the Black Scholes valuation of the options issued to employees under the Emperor Mines Employee Option Plan.

Borrowing costs

Borrowing and financing costs of A$13,256,000 were incurred during the June 30, 2007 year, compared to A$4,417,000 for the year ended June 30, 2006. Borrowings and financing costs increased to fund the closure costs for Vatukoula and operational support to Tolukuma during the year. The additional funding was made available at a higher cost of borrowing and financing when Emperor initiated its restructuring process in the second half of the year to retire all its debts. The Porgera sale transaction was completed on August 17, 2007 and subsequently all loans were repaid.

Liquidity and Capital Resources

For the Three Months Ended September 30, 2007

Operating Activities

Cash outflow from operating activities for the current quarter was A$10,099,000 compared to the quarter ended September 30, 2006 where there was a cash outflow of A$3,936,000. The increase in outflow in the current quarter primarily reflects the cash operating loss, a reduction in creditors at Tolukuma, increased borrowing costs as a result of the higher debt levels during the quarter and divestment of the Vatukoula and Porgera operations in March and August 2007 respectively.

Investing Activities

Investment in development, plant and properties for the current quarter totalled A$2,513,000 compared to A$12,968,000 in the comparative quarter as a result of the divestment of the Vatukoula and Porgera operations in March and August 2007 respectively. The current quarter also included net proceeds from the sale of the 20% share in the Porgera Joint Venture of A$312,691,000.

Financing Activities

Cash outflows from financing activities for the current quarter of A$215,791,000 included the repayment of borrowings totalling $158,491,000, the five cent per share capital return to shareholders totalling A$52,300,000, and the loan to IMC of A$5,000,000 compared to cash inflows of A$924,000 from the issue of shares for the quarter ended September 30, 2006.

For the Year Ended June 30, 2007

Operating activities

Cash outflows from operating activities for the current year were (A$41,086,000) compared to the year ended June 30, 2006 where there was a cash inflow of A$2,557,000. The net cash outflow in the current year primarily reflects a reduction in gold and silver revenue received of A$5,917,000 compared to the previous year, and an increase in other expenditure of A$37,726,000. The reduction in revenue received resulted from the reduced production at all mine sites. The increase in costs has been due to an increase in borrowing costs, higher logistic costs at Tolukuma and exit costs from Vatukoula.

Investing activities

Investment in development, plant and properties of the for the current year totalled A$30,612,000 compared to A$81,546,000 for the year ended June 30, 2006. The A$81,546,000 in the June, 30 2006 included A$42,831,000 associated with acquisition of DRD assets and purchase of call options for A$2,740,000. The capital expenditure also decreased during the year ended June, 30 2007 as a result of the divestment of Vatukoula and Porgera operations from March 2007.

Financing activities

Cash inflows from financing activities for the current year of A$33,951,000 included proceeds from borrowings of A$33,145,000. Cash inflows from financing activities during the prior year of A$86,793,000 included proceeds from borrowings of A$64,979,000 and capital raising of A$37,786,000 in May 2006.

Cash and cash equivalents

At June 30, 2007, cash and cash equivalents were comprised of an overdraft (A$7,686,000) compared to A$30,481,000 at June 30 2006. The higher cash balance at June 30, 2006 was due to borrowings in April 2006 and capital raising in May 2006, resulting in an increase in cash available for future growth.

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Balance Sheet

For the Three Months Ended September 30, 2007

Available for Sale Financial Assets

Note 6 of the September 30, 2007 interim financial report presents a summary of the assets and liabilities held for sale, as a result of Emperor’s decision to divest the Tolukuma Gold Mine.

Trade and Other Receivables

As at 30 September 2007 receivables were A$7,410,000 compared to A$3,240,000 at 30 June 2007. The material difference between the September and June balances was the loan of A$5,000,000 to IMC. Prepayments for the coming twelve months and amounts receivable for goods and services tax are also represented in the balances.

Inventories

Inventories include fuel, general consumables, gold in circuit, and ore stocks. Inventories for the Tolukuma Gold Mine of A$8,385,000 have been classified as held for sale. Total inventories for the quarter were reduced by A$315,000 resulting from a reduction in ore stocks and gold in circuit due to the timing of quarter end gold sales resulting in a decrease in gold in circuit of A$1,981,000 from A$2,784,000. This movement reflects a decrease in ounces of gold in circuit due to the timing of gold sales. This decrease was offset by an increase in consumable stock of A$1,666,000 to A$7,582,000.

Mine Properties, Plant and Equipment

Mining properties, plant and equipment consist of mineral properties currently under development or in production, together with related mine development costs and capital assets. The net book value of mine property, plant and equipment (including mine property held for sale) decreased by A$78,610,000 during the period from A$84,936,000 at 30 June 2007 to A$6,326,000 at September 30, 2007 reflecting the sale of Emperor’s 20% share of the Porgera Joint Venture (A$80,866,000) plus capital expenditure at the Tolukuma Gold Mine during the period. Note 7 to the September 30, 2007 interim unaudited financial statements presents a breakdown of Mining properties, plant and equipment.

Trade and Other Payables

These amounts represent liabilities for goods and services provided by Emperor prior to the end of the period. These amounts are generally unsecured. The amount increased by A$4,231,000 from June 30, 2007 to A$21,276,000 including A$6,798,000 classified as held for sale. The increase in payables comprised a reduction from the sale of Emperor’s 20% share of the Porgera Joint Venture plus an increase in withholding tax payable.

Borrowings

Borrowings at 30 June 2007 of A$156,845,000 were all repaid on 17 August 2007 following receipt of sale proceeds on Emperor’s 20% share of the Porgera Joint Venture.

Current Tax Liabilities

Current tax liabilities of A$1,344,000 represents tax payable on interest income earned by DRD (Porgera) Ltd (100% subsidiary) on funds lent within the Emperor group.

Provisions

Provisions, both current and non current, reflect employee benefits and provision for mine rehabilitation. There was an A$2,606,000 decrease in provisions from June 30, 2007 to the September 30, 2007 balance of A$253,000. The decrease during the three months resulted from reclassification of A$2,734,000 of TGM employee provisions and mine rehabilitation as held for sale.

The Emperor group estimates the future removal costs of mine operations disturbances at the time of installation of the assets and commencement of operations. In most instances, removal of assets occurs many years into the future. This requires judgmental assumptions regarding removal date, the extent of reclamation activities required, the engineering methodology for estimating cost, future removal technologies in determining the removal cost, and asset specific discount rates to determine the present value of these cash flows, and is based on, current PNG regulations applicable to the Tolukuma Gold Mine.

For the Year Ended June 30, 2007

Available for sale financial assets and liabilities

Note 15 of the June 30, 2007 financial statements presents a summary of the assets and liabilities held for sale, as a result of Emperor’s decision to sell its 20% interest in the Porgera Joint Venture with an effective date of April 1, 2007, which was announced but not completed at June 30, 2007.

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Trade and other receivables

As at June 30, 2007 receivables were A$3,240,000 compared to A$8,751,000 at June 30, 2006. The material difference between the balances was due to classification of receivables for the Porgera Joint Venture of A$2,933,000 as assets held for sale and impairment of Vatukoula assets including trade and other receivables following closure of the mine in December 2006. Prepayments for the coming twelve months and amounts receivable for goods and services tax increased by A$1,552,000 from the June 30, 2006 balance.

Inventories

Inventories include fuel, general consumables, gold in circuit, and ore stocks. Total inventories for the year were reduced by A$64,595,000 resulting from classification of inventories for the Porgera Joint Venture of A$54,305,000 as assets held for sale and impairment of Vatukoula assets including inventories following closure of the mine in December 2006.

Mine properties, plant and equipment

Mine properties, plant and equipment consist of mineral properties currently under development or in production, together with related mine development costs and capital assets. The net book value of mine property, plant and equipment decreased by A$274,500,000 during the period from A$278,570,000 at June 30, 2006 to A$4,070,000 at June 30, 2007 as a result of the following:

♦ classification of the Porgera Joint Venture assets of A$80,866,000 as assets held for sale;
♦ impairment of Vatukoula mining assets with a book value of A$180,448,000; and
♦ impairment of the Tolukuma Gold Mine of A$11,456,000.
Note 18 to the June 30, 2007 audited financial statements, presents a breakdown of mine properties, plant and equipment.

Trade and other payables

These amounts represent liabilities for goods and services provided to Emperor prior to the end of the period. These amounts are generally unsecured. The amount of trade and other payables decreased by A$17,989,000 from June 30, 2007 to A$9,031,000 as a result of reclassification of A$8,014,000 in Porgera Joint Venture payables as liabilities held for sale, and sale of Vatukoula liabilities of A$16,449,000 as at March 28, 2007.

Borrowings

Borrowings increased by A$61,567,000 from A$95,278,000 at June 30, 2006 to A$156,845,000 at June 30, 2007. Refer to Note 22 of the June 30, 2007 financial statements for details of the loan facilities. All borrowings, including the bank overdraft facility, were repaid on August 17, 2007 following the receipt of sale proceeds from the company’s 20% share of the Porgera Joint Venture.

Current tax liabilities

Current tax liabilities reduced to zero at June 30, 2007 from A$5,696,000 at June 30, 2006 as a result of losses incurred through Emperor Mines Limited parent entity and reduced taxable income from Porgera.

Provisions

Provisions reflect employee benefits and provision for mine rehabilitation. There was an A$4,384,000 decrease in provisions from June 30, 2006 to the June 30, 2007. The major movement was due to the sale of the Vatukoula mine during the year.

Derivative financial instruments

On May 16, 2007 Emperor closed out its gold forward hedge book of 165,695 ounces at a spot price of US$670/oz, reducing the derivative financial instruments from A$34,546,000 at June 30, 2006 to zero at June 30, 2007. The hedge book was closed out at an amount of US$34,200,000 and agreement was reached with ANZ Bank to defer settlement of this amount to the earlier of December 31, 2007 or receipt of proceeds from the sale of Emperor’s 20% interest in the Porgera Joint Venture.

The facility was repaid on August 17, 2007.

Critical Accounting Estimates

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

Emperor makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

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Estimated impairment of mine properties and development

Emperor tests annually whether mine properties and development assets have suffered any impairment, in accordance with the accounting policy stated in Note 1(ab) to the June 30, 2007 financial statements. The recoverable amounts of cash generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions.

Uncertainty of mineral reserve and mineral resource estimates

Mineral reserve and mineral resource estimates are imprecise and depend partly on statistical inferences drawn from drilling and other data, which may prove to be unreliable. Future production could differ dramatically from mineral reserve estimates for the following reasons:

♦ Mineralisation or formation could be different from that predicted by drilling, sampling and similar examinations;
♦ Declines in the market price of gold may render the mining of some or all of the Group’s mineral reserves uneconomic;
♦ Increases in mining costs and processing costs could adversely affect mineral reserves; and
♦ The grade of mineral reserves may vary significantly from time to time and there can be no assurance that any particular level of gold may be recovered from the mineral reserves.

Any of these factors may require Emperor to reduce its mineral reserve and mineral resource estimates or increase its costs.

Emperor uses these reserve and resource estimates in determining the useful lives of mining assets.

Income taxes

Emperor is subject to income taxes in Australia and other jurisdictions where it has operations. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Stripping costs

Mining costs incurred during the operating phase of the mine related to the removal of waste rock, referred to as stripping costs, are capitalised. The capitalisation of these costs is based on the calculated life of mine stripping ratio of waste to ore as well as the actual ratio achieved during each month. The life of mine stripping ratio incorporates the same risks and uncertainties discussed in Note 3 of the June 30, 2007 financial statements.

Changes in Accounting Policies

Refer to Note 1 of the June 30, 2007 audited financial statements for a summary of the significant accounting policies.

Non-GAAP Measures

Emperor has included in its Management Discussion and Analysis, cash cost per ounce of gold produced and cash cost per tonne mined or processed. These performance measures do not have any standardised meaning prescribed by Australian equivalents to International Financial Reporting Standards (“AIFRS”) or Canadian GAAP and, therefore, may not be comparable to similar measures presented by other companies. Emperor believes that, in addition to conventional measures prepared in accordance with AIFRS, certain investors use this information to evaluate Emperor’s performance. Accordingly these measures are intended to provide additional information and should not be considered in isolation or a as a substitute for measures of performance in accordance with AIFRS. Set out below are definitions of the performance measures and reconciliation to measures reported in Income Statement expenses.

Cash costs per ounce of gold produced are derived from all direct site costs including mining, processing, and site administration but excluding capital and related depreciation and amortisation. In addition, to derive the total cash cost, offsite costs to complete processing are added including transport of ore to the refiner, refining costs and royalties net of silver credits. Costs are based on ounces produced.

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DESCRIPTION OF SECURITIES

Emperor is authorized to issue an unlimited number of Emperor Shares. As of the date of this Circular, 1,046,005,621 Emperor Shares are issued and outstanding.

The holders of the Emperor Shares are entitled to dividends, if, as and when declared by the Emperor Board, to one vote per share at meetings of the shareholders of Emperor and, upon liquidation, to receive such assets of Emperor as are distributable to the holders of the Emperor Shares.

CONSOLIDATED CAPITALIZATION

The following table sets out the consolidated capitalization of Emperor as at June 30, 2007, September 30, 2007 and December 31, 2007. All dollar amounts in the table are shown in thousands of Australian dollars.

	Amount authorized or to	Amount outstanding as of	Amount outstanding as of
Designation of Securities	be allocated	June 30, 2007	September 30, 2007
Emperor Shares	Unlimited	1,046,005,621	1,046,005,621
		A$479,526,000	A$479,526,000
Emperor Options	N/A	7,421,600	7,382,900
Long Term Debt	N/A	Nil	Nil
Retained Earnings (Deficit)	N/A	A$(229,160,000)	A$(70,584,000)

OPTIONS TO PURCHASE SECURITIES

An Emperor employee share option plan (“Emperor Employee Option Scheme") was approved by Emperor shareholders on August 29, 2006 at its annual general meeting.

The purpose of the Emperor Employee Option Scheme is to give an incentive to employees to provide dedicated and ongoing commitment and effort to Emperor and to reward employees for their efforts by offering its employees an option to acquire a share in the capital of Emperor.

The employees eligible to participate in the Emperor Employee Option Scheme shall be officers, full time or part time employees and consultants of Emperor or any subsidiary thereof, including executive directors. The formula for calculating entitlements under the Emperor Employee Option Scheme is at the discretion of the Emperor directors and shall take into account skills, experience, length of service with Emperor and remuneration level.

Under the Emperor Employee Option Scheme the Emperor Options are granted free of charge and each Emperor Option entitles the holder to subscribe for and be allotted one Emperor Share. All unexercised Emperor Options expire 5 years from the date of grant and if an employee ceases employment with Emperor then all of the Emperor Options which have not vested will lapse one month after the cessation of employment.

As of the date of this Circular, Emperor has 8,630,900 Emperor Options outstanding representing less than 1% of Emperor’s outstanding capital. The details of the outstanding options are as follows:

	Emperor Shares under
Position with Emperor	Option	Exercise price	Expiry date
Directors (2 persons)	3,480,500	Between A$0.08 and A$0.36	May 8, 2011 and January 2, 2012
Officers (4 persons)	3,464,100	Between A$0.08 and A$0.36	May 8, 2011 and January 2, 2012
Other Employees	1,686,300	Between A$0.08 and A$0.58	December 2, 2009 and January 2, 2012
Total	8,630,900

PRIOR SALES

No Emperor Shares have been issued in the preceding twelve months.

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MARKET PRICE

The Emperor Shares trade on the ASX under the symbol “EMP”.

The following table sets forth the high and low price and the volume of trading of Emperor since July 1, 2005:

	High	Low
Date	A$	A$	Volume
January 2008(1)	0.082	0.051	131,679,659
December 2007	0.072	0.067	106,474,284
November 2007	0.080	0.070	134,973,031
October 2007	0.100	0.069	1,015,153,047
September 2007	0.074	0.065	20,069,287
August 2007	0.076	0.041	23,096,231
July 2007	0.070	0.060	21,671,925
June 2007	0.075	0.060	15,405,123
May 2007	0.085	0.070	15,446,337
April 2007	0.100	0.075	28,200,381
March 2007	0.075	0.035	12,773,067
February 2007	0.055	0.042	43,637,641
January 2007	0.115	0.115	0
December 2006	0.235	0.115	16,080,322
November 2006	0.300	0.215	7,686,176
October 2006	0.330	0.280	4,112,846
September 2006	0.295	0.245	4,163,516
August 2006	0.315	0.265	3,969,098
July 2006	0.380	0.275	11,480,633
April 2006 to June 2006	0.550	0.280	28,511,355
January 2006 to March 2006	0.440	0.250	9,490,562
October 2005 to December 2005	0.420	0.200	10,570,106
July 2005 to September 2005	0.290	0.170	2,193,904

To January 23, 2008
Above table assumes A$0.05 per share capital return completed in September 2007 actually took place at 1 February 2007
Trading in Emperor Shares was halted December 27, 2006 to February 5, 2007 in order to arrange short term financing for Emperor.

ESCROWED SECURITIES

No Emperor Shares are currently subject to any escrow requirements.

PRINCIPAL SHAREHOLDERS

To the best of Emperor's knowledge, as of the date of this Circular, no person or company beneficially owns, directly or indirectly, or exercises control over, more than 10% of the issued and outstanding Emperor Shares.

General Information for the Meeting | Page 77

DIRECTORS AND OFFICERS

The following are the names and municipalities of residence of the directors and executive officers of Emperor as at the Circular Date, their positions and offices with Emperor and their principal occupations during the last five years:

				Number of
				Emperor Shares
Name and				Beneficially
Municipality of	Positions with	Principal Occupation or Employment		Owned
Residence	Emperor	for the Last Five Years	Director since	or Controlled
Ian McMaster AM	Chairman and Non-	Chief Executive Officer of CSR Sugar from	June 8, 2007	2,000,000
Brisbane, Australia(1)(2)	Executive Director	1999 to 2006.
Brad Gordon	Chief Executive Officer	CEO of Emperor since April 2006. Prior	April 27, 2006	1,000,000(3)
Clayfield, Australia	and Executive Director	to that Managing Director of Placer Dome
		Niugini Ltd from 2004 to 2006. General
		Manager Porgera from 2003 to 2004.
		General Manager Kanowna Belle from
		2000 to 2003. General Manager
		Kalgoorlie West in 2003
Geoffrey Campbell(1)(2)	Non-Executive Director	Managing Director of Boat Launch Ltd	June 26, 2006	500,000
London England
Robert McDonald(1)(2)	Non-Executive Director	Managing Director of The Minera Group	April 6, 2006	2,600,000(4)
Sydney, Australia		and Managing Director of NM Rothschild
		and Sons (Australia) Ltd up to July 2005.
Malcolm Norris	Executive General	Executive General Manager of Exploration	N/A	Nil
Brighton, Australia	Manager of Exploration	and New Business with Emperor since
	and New Business	October 2006. Prior to that, General
		Manager – Exploration and Business
		Development with Indophil Resources
		from 2005 to 2006 and Group Manager –
		Exploration with WMC Resources from
		2003 to 2005.
Vanessa Chidrawi	General Counsel and	Corporate Counsel with Emperor since	N/A	82,500
Brisbane, Australia	Company Secretary	May of 2006 and prior to that practised on
		her own account and in partnership as an
		attorney in Johannesburg South Africa for
		the previous 12 years
Frazer Bourchier	General Manager,	General Manager, Business Development	N/A	50,000
Vancouver, Canada	Business Development	with Emperor since 2007 and General
		Manager of the Vatukoula Mine from 2006
		to 2007. Prior to that, Mining Manager,
		Porgera JV, Barrick Gold from 2004 to
		2006, Operations Manager, Misma Mines
		for Placer Dome during 2004 and Chief
		Mining Engineer, South Deep Mine for
		Placer Dome from 2001 to 2003
Brendan Gill	Chief Financial Officer	CFO of Emperor since June of 2007. Prior	N/A	1,000,000
Runaway Bay, Australia		to that, senior financial management
		positions with BHP Billiton group from
		2001 to 2006

(1) Members of Emperor's Audit Committee

(2) Members of Emperor’s Remuneration Committee

(3) Holds 1,000,000 Emperor Options exercisable at A$0.08 per Emperor Share and 1,280,500 Emperor Options exercisable at A$0.36 per Emperor Share

(4) Holds 1,200,000 Emperor Options exercisable at A$0.36 per Emperor Share

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

None of the directors or officers of Emperor is, or within the past ten years prior to the Circular Date has been, a director, chief executive officer or chief financial officer of any other issuer that:

(a) was subject to an order that was issued while the director or officer was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to an order that was issued after the director or officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of the directors or officers of Emperor is, or has been within ten years before the Circular Date, a director or executive officer of any issuer that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was

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subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

PENALTIES OR SANCTIONS

None of the directors or officers of Emperor has, within the ten years prior to the date hereof, been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

INDIVIDUAL BANKRUPTCIES

None of the directors or officers of Emperor has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

CONFLICTS OF INTEREST

To the best of Emperor’s knowledge and other than as disclosed herein, there are no existing or potential conflicts of interest among Emperor, its promoters, directors, officers or other members of management of Emperor except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of such other companies and their duties as a director, officer, promoter or management of Emperor.

EXECUTIVE COMPENSATION

The information contained below is provided as required under Form 51-102F6.

Summary Compensation Table

The following table contains information about the compensation paid to, earned by and payable to, Emperor's Chief Executive Officer as at June 30, 2007 and June 30, 2006, its current Chief Financial Officer as at June 30, 2007, its former Chief Executive Officer as at June 30, 2006 and June 30, 2005, its former Chief Financial Officer for the years ended June 30, 2007 and June 30, 2006. The table also contains information for Mr. Bradley Sampson, Mr. Frazer Bourchier and Mr. Malcolm Norris for the year ended June 30, 2007 and Mr. Andre Labuschagne and Mr. Richard Johnson for the years ended June 30, 2007 and June 30, 2006. In accordance with Form 51-102F6, Emperor does not have any other “Named Executive Officers” as defined in Form 51-102F6. Specific aspects of compensation payable to the Named Executive Officers of Emperor are dealt with in further detail in subsequent tables. All figures in this table are given in A$.

Name and Principal Position	Year	Annual Compensation Salary A$ Bonus A$ Other Annual Compensation A$	Long-Term Compensation	Long-Term Compensation	All other Compensation A$
			Awards Securities under options/SARs granted Number Shares or units subject to resale restrictions Number	Payouts LTIP Payouts A$
Brad Gordon(1)	2007	436,000 - 128,375	1,280,000 -	-	-
CEO	2006	115,083 - 14,135	- -	-	-
Brendan Gill(2)	2007	29,762 - 184	- -	-	-
CFO
Mark Wellesley-Wood(1)	2006	521,454 516,860 -	- -	-	-
Former CEO	2005	153,595 - -	- -	-	-
Clyde Moore(2)	2007	192,643 - 49,255	857,900 -	-	289,850
Former CFO	2006	156,942 - 13,378	- -	-	-
Most highly compensated executive officers
Brad Sampson	2007	362,152 - 21,068	500,000 -	-	-
General Manager PNG
Frazer Bourchier	2007	272,230 - 54,367	500,000 -	-	-
General Manager Business Development
Malcolm Norris	2007	228,900 - 21,362	500,000 -	-	-
General Manager Exploration

General Information for the Meeting | Page 79

Former most highly compensated executive officers

Andre Labuschagne	2007	77,130 - 184	- -	-	218,946
Acting COO	2006	316,819 - -	389,200 -	-	-
Richard Johnson	2007	126,691 - 1,075	379,900 -	-	199,281
Vice President Exploration	2006	300,097 - -	- -	-	-

Mr. Wood resigned as Chief Executive Officer and Mr. Gordon was appointed Chief Executive Officer on April 26, 2006. Mr. Wood continued as an Executive Director until June 26, 2006.
Mr. Moore resigned as Chief Financial Officer on November 20, 2006 and Mr. Gill was appointed Chief Financial Officer on June 4, 2007.

Long-Term Incentive Plans

Emperor has no long-term incentive plans.

Options and Stock Appreciation Rights

Emperor currently has 8,630,900 Emperor Options outstanding under the Emperor Employee Option Scheme as at the Circular Date. Reference is made to the heading "Information Concerning Emperor Mines Limited - Options to Purchase Securities" on page 76 of the Circular for details of the Emperor Employee Option Scheme.

Option Grants in 2007

The following table provides details on stock options granted to Emperor's Named Executive Officers in the fiscal year ended June 30, 2007 under the terms of the Emperor Employee Option Scheme.

		% of total options		Market value of Securities
	Securities under	granted		underlying options on the
	options granted(1)	in financial year	Exercise price	date of grant	Expiration
Name	Number	%	$(3)	($/option)	date
Brad Gordon	1,280,500	16	0.41	0.61	8 May 2011
Brad Sampson	500,000	6	0.13	0.12	2 January 2012
Frazer Bourchier	500,000	6	0.13	0.12	2 January 2012
Malcolm Norris	500,000	6	0.13	0.12	2 January 2012

(1) Options awarded to the Named Executive Officer refer to Emperor Shares. Please see heading "Information Concerning Emperor Mines Limited – Options to Purchase Securities" on page 76 of the Circular for more information.

(2) Subsequent to year end, 1,000,000 Emperor Options were granted to Brad Gordon, exercisable at A$0.08 per share until January 2, 2012, 750 000 Emperor Options were granted to Malcolm Norris, exercisable at A$0.36 per share until 5 December 2012 and 300 000 Emperor Options were granted to Brad Sampson, exercisable at A$0.36 per share until 5 December 2012.

(3) Exercise prices in this table are the original exercise price on the date of grant to allow for comparison to the market price. However, due to a capital return of A$0.05 per Emperor Share subsequent to year end, the exercise prices of al options included in the table have been reduced by $0.05.

Options Exercised and Aggregates Remaining

The following table provides details on the options exercised by the Named Executive Officers during the year ended June 30, 2007 and the remaining options held by the Named Executive Officers as of June 30, 2007.

Name	Securities Acquired on Exercise of Options Number	Aggregate Value Realized $	Unexercised Options at June 30, 2007	Unexercised Options at June 30, 2007	Value of Unexercised in-the money Options at June 30, 2007(1)	Value of Unexercised in-the money Options at June 30, 2007(1)
			Exercisable Number	Unexercisable Number	Exercisable $	Unexercisable $
Brad Gordon	Nil	Nil	422,565	853,666	Nil	Nil
Brad Sampson	Nil	Nil	Nil	500,000	Nil	Nil
Frazer Bourchier	Nil	Nil	100,000	700,000	Nil	Nil
Malcolm Norris	Nil	Nil	Nil	500,000	Nil	Nil

(1) Based upon the closing price of Emperor's Shares on the ASX on June 30, 2007 of A$0.12.

Option and Share Appreciation Rights Repricing

No options were repriced during the year ended June 30, 2007.

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Defined Benefit or Actuarial Plan Disclosure

Emperor does not have any defined benefit or actuarial plans.

Termination of Employment, Changes in Responsibilities and Employment Contracts

The following is a summary of the termination benefits that are payable to each Named Executive Officer as well as the termination benefits paid to each former Named Executive Officer.

Brad Gordon, Chief Executive Officer

♦ Change of control termination payment of 12 months’ notice, with immediate vesting of all share options;
♦ Termination by Emperor Board on 6 months’ notice or 6 months’ salary payment in lieu of notice.

Brendan Gill, Chief Financial Officer

♦ Change of control termination payment of 6 months’ notice, with immediate vesting of all share options;
♦ If employment is terminated for operational reasons on or before 5 June 2008, termination payment of 6 months’ remuneration or payment as per redundancy policy, whichever is greater.

Brad Sampson, General Manager Papua New Guinea

♦ Change of control termination payment of 6 months’ notice, with immediate vesting of all share options;
♦ If employment is terminated for operational reasons on or before 5 June 2008, termination payment of 6 months’ remuneration or payment as per redundancy policy, whichever is greater.

Frazer Bourchier, General Manager Business Development

♦ Change of control termination payment of 6 months’ notice, with immediate vesting of all share options;
♦ If employment is terminated for operational reasons on or before 5 June 2008, termination payment of 6 months’ remuneration or payment as per redundancy policy, whichever is greater.

Malcolm Norris, General Manager Exploration

♦ Change of control termination payment of 6 months’ notice, with immediate vesting of all share options;
♦ If employment is terminated for operational reasons on or before 5 June 2008, termination payment of 6 months’ remuneration or payment as per redundancy policy, whichever is greater.

It is expected that all of the Named Executive Officers of Emperor will continue to be employees of the Resulting Issuer on the completion of the Arrangement other than Brad Sampson who has resigned.

Clyde Moore the former Chief Financial Officer received a termination payment of A$289,850 in 2007. Andre Labuschagne, former Acting Chief Operating Officer received a termination payment of A$218,946 in 2006and Richard Johnson, former Vice President Exploration received a termination payment of A$199,281 in 2006.

Other compensation matters

There were no long-term incentive awards made to the Named Executive Officers of Emperor during the fiscal year ended June 30, 2007. There are no pension plan benefits in place for the Named Executive Officers and none of the Named Executive Officers, senior officers or directors of Emperor is indebted to Emperor other than Brad Gordon to whom Emperor advanced a loan of $400,000 during 2006 to fund the purchase of 1,000,000 Emperor Shares, of which A$350,000 remains outstanding as of the Circular Date.

Composition of the Remuneration Committee

Robert McDonald, Geoffrey Campbell and Ian McMaster are members of the Remuneration Committee. Each member of the Remuneration Committee is independent of Emperor and receives no remuneration from Emperor other than as a director.

General Information for the Meeting | Page 81

Performance graph

The following graph compares the yearly percentage change in the cumulative total shareholder return for A$100 invested in the ordinary shares of Emperor on June 30, 2002 against the cumulative total shareholder return of the S&P/ASX Composite Index for the five most recently completed financial years of Emperor, assuming the reinvestment of all dividends.

0 50 100 150 200 250 Jan 2000 Jan 2001 Jan 2002 Jan 2003 Ja June 2002 June 2003	0 50 100 150 200 250 Jan 2000 Jan 2001 Jan 2002 Jan 2003 Ja	n 2004 Jan 2005 Jan 2006 Jan 2007 Emperor S&P/ASX 200
		June 2004 June 2005 June 2006 June 2007
S&P / ASX 200 100 90 102 123 150 188 Emperor 100 66 78 29 40 8

Compensation of Directors

Each of the non-executive directors of Emperor is compensated for providing his services to Emperor. In the year ended June 30, 2007 the following compensation was paid to non-executive directors and former directors.

Short Term Benefits Name Cash salary and fees A$ Cash bonus A$ Non- monetary benefits A$	Post-employment benefits Share base payments	Options A$	Total
	Superannuation A$ Retirement benefits A$ Termination benefits A$
Geoffrey Campbell 163,385 - - Robert McDonald 89,333 - - Ian McMaster 5,733 - - John Sayers* - - -	14,705 - - 8,080 - - 516 - - - - -	156,000	178,090 253,413 6,249 - 6,240
Ilja Graulich* - - -	- - -	6,240

Denotes remuneration paid by parent entit _y*_

Other Arrangements

None of the directors of Emperor were compensated in their capacity as a director by Emperor during the fiscal year ended June 30, 2007 pursuant to any other arrangement or in lieu of any standard arrangement.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of Emperor's directors or executive officers, nor any associate of such director or executive officer, during the financial year ended June 30, 2007, were indebted to Emperor or any of its subsidiaries other than Brad Gordon, to whom Emperor advanced a loan of A$400,000 during 2006 to fund the purchase of 1,000,000 Emperor Shares of which A$350,000 remains outstanding as of the Circular Date. In addition, none of the indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding of Emperor or its subsidiaries.

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INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

None of Emperor's directors, executive officers or management, nor any associate of such director, executive officer or manager, has any interest in any material transaction of Emperor.

LEGAL PROCEEDINGS

As far as Emperor's directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which Emperor is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of Emperor other than as set out below.

There has been an increased public focus on the Tolukuma Gold Mine’s riverine tailings disposal, including claims that the disposal of tailings into the river is causing health problems in communities downstream of the mine. However, as at the Circular Date, no formal proceedings regarding such claims have been commenced against TGM or Emperor. Through its environmental management practices and monitoring procedures the mine goes to great lengths to ensure the safety and well-being of those living downstream of the Tolukuma Gold Mine. As a matter of course, all claims are investigated but no evidence has been found to substantiate the allegations.

The Internal Revenue Commission of Papua New Guinea (“IRC”) has issued tax assessments to TGM for the years 1996 to 2004, in which they have reduced the amount of allowable capital expenditure claimed in respect of these years with a resulting increase in potential tax payable of A$2,755,000 (Kina 6,800,000).

The Central Provincial Government has commenced an action against the Minister for Mining, PNG State and TGM challenging the PNG State’s extension of term of ML 104 as unlawful. If successful, the litigation could materially impact on TGM’s rights in respect of ML 104.

AUDITORS AND SHARE REGISTRY

KPMG, Riparian Plaza, Level 16, 71 Eagle Street, Brisbane, Queensland, Australia 4000 are the auditors of Emperor.

Computershare Limited maintains the share registry for Emperor.

MATERIAL CONTRACTS

The MID between Emperor and Intrepid pursuant to which the Arrangement will be effected is summarized elsewhere in this Circular as are the Alliance Agreement in respect of Tujuh Bukit and the loan agreement between Emperor and IMC. Although Emperor has numerous operational contracts relating to the Tolukuma Gold Mine, Emperor does not consider that these or any other contract involving Emperor is sufficiently significant or material to Emperor, or of such a nature that an investor may wish to have particulars of them, to warrant disclosure herein.

CORPORATE GOVERNANCE

As a listed company on the ASX, Emperor reports on its main corporate governance practices by reference to the best practice recommendations of the ASX Corporate Governance Council, which were released on 31 March 2003 (and updated in August 2007).

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INFORMATION CONCERNING THE RESULTING ISSUER

CORPORATE STRUCTURE

"Intrepid Mines Limited" will be the surviving entity (the " Resulting Issuer ") and it will continue to be listed on the ASX and the TSX. The Resulting Issuer will be a corporation formed under the Corporations Act. The Resulting Issuer’s head office will be located at Level 1, 490 Upper Edward Street, Spring Hill, Brisbane, Queensland, Australia and its capital markets and America’s exploration office will be located at Suite 1710, 155 University Avenue, Toronto, Ontario.

INTERCORPORATE RELATIONSHIPS

The following chart outlines the corporate structure of the Resulting Issuer (including all material subsidiaries):

==> picture [464 x 236] intentionally omitted <==

----- Start of picture text -----

Intrepid Mines Limited
(Australia)
6554636 Canada Ltd Emperor Mines Limited
NuStar Mining
(Canada) Corporation Pty Ltd (Australia)
(Australia)
Intrepid NuStar Mountain Exploration Sovereign Company DRD (Isle of Man)
Exchange Corporation Corporation Limited Limited Limited
(Canada) Intrepid Minerals (Papua New Guinea) (Vanuatu) (Isle of Man)
Corporation
(Canada)
Tolukuma Gold Mines
Limited
(Papua New Guinea)
Triada S.A. de C.V. San Cristobal Gold Intrepid Mines Mexico
(El Salvador) (El Salvador) AB
(Mexico) DRD (Porgera) Limited
(Papua New Guinea)
Fortis Limited
(Papua New Guinea)
DRD Australasia
Company Pty Limited
(Australia)
----- End of picture text -----

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DESCRIPTION OF THE BUSINESS OF THE RESULTING ISSUER

The principal business of the Resulting Issuer will be the exploration and development of its mineral properties and the continued operation of the Paulsens Gold Mine.

The principal assets of the Resulting Issuer will be:

♦ the Paulsens Gold Mine in Western Australia (100% interest);
♦ the Casposo Project in Argentina (100% interest);
♦ Tolukuma Gold Mine (100%) if not sold by Emperor prior to implementation of the Arrangement; and
♦ exploration projects at Taviche Project (Mexico – earning a 35% interest, gold/silver) and Tujuh Bukit (Indonesia – earning up to 70% interest, gold/silver/copper).

An indicative map of the Resulting Issuer’s principal assets is illustrated below.

==> picture [466 x 253] intentionally omitted <==

----- Start of picture text -----

Producing Asset
Development Asset
Exploration Asset
Capital Markets
Taviche - Mexico Office - Toronto
Tujuh Bukit - PNG Regional
Java
Head Office - Brisbane
Paulsens Gold
Mine - WA
Casposo Gold Project
- Argentina
Map assumes sale of Tolukuma Gold Mine
----- End of picture text -----*

Together with Emperor’s surplus cash and the combined skills of the two management teams and the above operations and projects, the Resulting Issuer will be well diversified on a geographical and project basis, with a solid platform for future growth.

Stated Business Objectives

The Resulting Issuer’s positive net asset position and ability to secure project finance, will allow the Resulting Issuer to immediately move forward with corporate objectives, including:

♦ accelerated underground exploration at the Paulsens Mine;
♦ imminent development of the Casposo Project and continued examination of early expansion options;
♦ immediate exploration at Taviche Project and Tujuh Bukit, and other areas of interest with an expanded exploration budget of up to approximately A$8.0 million per annum; and
♦ improved capacity to target project and corporate acquisition opportunities.

The Arrangement is expected to deliver an expanded production profile and near term increased gold inventory potential, leveraging exposure to the gold price.

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Milestones

The milestones which need to be obtained to meet the stated business objective are as follows:

♦ Profitably operate the Paulsens Gold Mine
♦ Develop the Kamila Mine at the Casposo Project during 2008-2009
♦ Expand reserves through extension of Paulsens Gold Mine in 2008
♦ Expand reserves through extension of the Casposo Project reserves
♦ Expand resources through efficient and focused exploration of the Resulting Issuer’s areas of interest in Australia, Argentina, Indonesia, Papua New Guinea, El Salvador and Canada

DESCRIPTION OF SECURITIES

The authorized capital of the Resulting Issuer will be that of Intrepid. The following is a description of the Ordinary Shares and the Exchangeable Shares:

Ordinary Shares

The Corporation is authorized to issue an unlimited number of Ordinary Shares. As of the Circular Date, the Corporation has 166,037,266 Ordinary Shares outstanding.

The holders of the Ordinary Shares are entitled to dividends, if, as and when declared by the board of directors, to receive notice of meetings of shareholders of the Corporation, to one vote per share at meetings of the shareholders of the Corporation and, upon liquidation, to receive such assets of the Corporation as are distributable to the holders of the ordinary shares. Holders of Ordinary Shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the votes eligible to vote at a meeting of shareholders may elect all the directors of the Corporation standing for election. Dividends, if any, will be paid on a pro rata basis (see below with respect to the Exchangeable Shares) only from funds legally available therefore. The rights set out herein are subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis (see below with respect to the Exchangeable Shares) with the holders of the Ordinary Shares with respect to dividends or liquidation. The Ordinary Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

Special Voting Share

The Corporation has issued one Special Voting Share to the trustee under the VETA which facilitates holders of Exchangeable Shares exercising their right to the vote at meetings of the shareholders of the Corporation.

Exchangeable Shares

INEC issued Exchangeable Shares to certain shareholders of IMC to permit the deferral of taxes that would otherwise have been payable on the completion of the IMC Merger. INEC is authorized to issue an unlimited number of Exchangeable Shares. As of the Circular Date 15,746,153 Exchangeable Shares are issued and outstanding and not held by the Corporation or its affiliates.

The holders of the Exchangeable Shares have only limited rights with respect to INEC. However, the Exchangeable Shares are substantially economically equivalent to the Ordinary Shares. Through the Exchangeable Shares provisions, the VETA and a support agreement, holders of the Exchangeable Shares are entitled to notice of meetings of shareholders of the Corporation and to one vote per share at meetings of the Corporation. The holders of the Exchangeable Shares also have the right to participate pro rata in any dividends declared by the Corporation and to participate in any liquidation, dissolution or winding up of the Corporation on a pro rata basis with the holders of the Ordinary Shares. Holders of the Exchangeable Shares have the right to exchange them for Ordinary Shares at any time at the rate of one (1) Ordinary Share for each Exchangeable Share.

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OUTSTANDING SECURITIES

Based on the issued capital of Intrepid and Emperor as at the Circular Date, the following table sets out the fully diluted securities of the Resulting Issuer that will be outstanding following the completion of the Arrangement.

	Number outstanding or
	issuable on the completion	Percentage of
Nature of security	of the Arrangement	fully diluted capital
Ordinary shares outstanding prior to the Arrangement Effective Date	166,361,766	37..3%
Ordinary shares reserved for conversion of exchangeable shares	15,421,653	3.5%
Ordinary shares issued to acquire the Emperor Shares	246,118,970	55.3%
Ordinary shares reserved for Intrepid $0.90 warrants,	16,501,839	3.7%
Intrepid $0.70 warrants, Claymore Options and options issued under
the Intrepid Share Option Scheme
Ordinary shares reserved for Intrepid Arrangement Options	882,353	0.2%
Assumed fully diluted capital	445,286,581	100.0%

PROFORMA SELECTED CONSOLIDATED FINANCIAL DATA

Attached as Schedule “C” to this Circular are pro forma consolidated financial statements for the Resulting Issuer assuming the completion of the Arrangement. The pro forma consolidated balance sheet has been prepared as at September 30, 2007, and pro forma consolidated income statements have been prepared for the nine months ended September 30, 20007 and the twelve months ended December 31, 2006 on the assumption that the Arrangement occurred on January 1, 2006. The pro forma consolidated financial information is based on the assumptions described in the respective notes to the pro forma consolidated financial statements attached as Schedule “C” hereto. The pro forma consolidated financial statements are not necessarily indicative of what the Corporation’s consolidated financial position and income would have been if the event reflected herein had been in effect on the dates indicated, nor does it purport to project Intrepid’s consolidated financial position or income for any future periods. The pro forma consolidated financial statements are based on certain assumptions and adjustments, including the non-recurring expenditures related to the Arrangement. The pro forma consolidated financial information should be read in conjunction with the historical financial statements of Intrepid which are incorporated by reference in this Circular and Emperor which are included with this Circular.

PRINCIPAL SECURITY HOLDERS

To the best of the knowledge of the Board of Directors and of Intrepid no Persons will beneficially own, directly or indirectly, or exercise control or discretion over, more than 10% of the voting rights attached to all the outstanding Shares after the completion of the Arrangement.

General Information for the Meeting | Page 87

DIRECTORS AND OFFICERS

The following table sets out the name and municipalities of residence of the directors, executive officers and other senior management of the Resulting Issuer, their positions with the Resulting Issuer, their principal occupations for the last five years and the number of Resulting Issuer Shares beneficially owned or controlled by each of them following the completion of the Arrangement. At the next annual meeting of shareholders, Colin Jackson will be required to stand for re-election and the appointment Brad Gordon, Ian McMaster and Robert McDonald will require ratification from the Shareholders. The information in this table has been provided by proposed directors and officers of the Resulting Issuer.

			Ordinary Shares
			and Exchangeable
			Shares Beneficially
			Owned or
Name and	Position with		Controlled after
municipality of	the Resulting		Completion of the
residence	Issuer	Principal Occupation within the preceding five years	Arrangement
Colin Jackson(1) (3) (5)	Chairman and	Chairman and Director of Intrepid since 2003. Current director of	52,084 Ordinary
Heathpool,	Director	Red 5 Limited (since November 2003) and former inaugural director	Shares
South Australia		of Terramin Australia Limited (resigned December 2005). Prior to
		that Group Executive Corporate of Normandy Mining Limited
Laurence Curtis(3) (4) (5)	President and	President and Chief Executive Officer of Intrepid since 2006 and	292,000 Ordinary
Oakville, Ontario	Director	prior to that President and Chief and Chief Executive Officer of IMC	Shares and 192,334
			Exchangeable Shares(6)
Brad Gordon(3) (5)	Executive	CEO of Emperor since April 2006. Prior to that Managing Director	235,294 Ordinary
Clayfield,	Director and CEO	of Placer Dome Niugini Ltd from 2004 to 2006, General Manager	Shares(7)
Queensland		Porgera from 2003 to 2004, General Manager Kanowna Belle from
		2000 to 2003, General Manager Kalgoorlie West in 2003
Kevin Dundo(2) (4)	Non-Executive	Partner, Q Legal lawyers since February, 2004. Prior to that, Partner	600,000 Ordinary
Millendon,	Director	of Clayton Utz lawyers until July of 2003	Shares
Western Australia
Robert McDonald(1)(2)	Non-Executive	Managing Director of The Minera Group and Managing Director of	611,765 Ordinary
Sydney,	Director	NM Rothschild and Sons (Australia) Ltd up to July 2005	Shares
New South Wales
Ian McMaster AM(1) (4)	Non-Executive	CEO of CSR Sugar from 1999 to 2006	470,588 Ordinary
Brisbane, Queensland	Director		Shares
Frazer Bourchier	General Manager,	General Manager, Business Development with Emperor since 2007	1,765 Ordinary
Vancouver, Canada	Business	and General Manager of the Vatukoula Mine from 2006 to 2007.	Shares(8)
	Development	Prior to that, Mining Manager, Porgera JV, Barrick Gold from 2004 to
		2006, Operations Manager, Misma Mines for Placer Dome during
		2004 and Chief Mining Engineer, South Deep Mine for Placer Dome
		from 2001 to 2003
Ann Candelario	Vice President	V.P. Investor Relations since 2006. Prior to that, investor relations	75,000 Ordinary
Toronto, Ontario	Investor Relations	Director at Cacheflow	Shares(9)
Vanessa Chidrawi	General Counsel	May 2006 and prior to that attorney practising for her own account	19,412 Ordinary
Brisbane, Queensland	and Company	for the previous 12 years	Shares(10)
	Secretary
Brendan Gill	Chief Financial	CFO of Emperor since June of 2007. Prior to that, senior financial	235,294 Ordinary
Runaway Bay,	Officer	management positions with BHP Billiton group from 2001 to 2006.	Shares
Queensland
Rod Jacobs	General Manager	General Manager, Paulsens Mine since 2005 and since March 2007	Nil(11)
Darlington,	of Operations	provided corporate operational support within Intrepid’s Australian
Western Australia	Australia	head office
William McGuinty	Vice-President,	Vice-President Exploration since April of 2003. Prior to that, a	82,667 Ordinary
Pickering, Ontario,	Exploration	Mining Exploration Geologist with the Ontario Government	Shares(12)
Donna McLean	Treasurer	Treasurer of Corporation from 2006 to present and C.F.O. of IMC	Nil(13)
Toronto, Ontario		from 2005 to 2006. Prior to that, principal of DMc Corporate
		Services form 1999 to 2005
Malcolm Norris	Executive General	Executive General Manager of Exploration and New Business with	Nil(14)
Brighton, Victoria,	Manager of	Emperor since October 2006. Prior to that General Manager –
Australia	Exploration and	Exploration and Business Development with Indophil Resources from
	New Business	2005 to 2006 and Group Manager – Exploration with WMC
		Resources from 2003 to 2005
Kathleen Skerrett	Canadian	Lawyer with Gardiner Roberts LLP since February, 2005. Prior to	30,000 Ordinary
Toronto, Ontario	Corporate	that lawyer with Johnstone & Company	Shares(15)
	Secretary

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Notes :

(1) Proposed members of the Audit Committee
(2) Proposed members of the Remuneration Committee
(3) Proposed members of the Nomination Committee
(4) Proposed members of the Risk Management Committee (5) Proposed members of the Strategic Review Committee (6) Also holds 700,000 Intrepid Options
(7) Will also hold 235,294 Intrepid Arrangement Options (8) Will also hold 117,647 Intrepid Arrangement Options (9) Also holds 125,000 Intrepid Options
(10) Will also hold 94,117 Intrepid Arrangement Options
(11) Also holds 203,334 Intrepid Options
(12) Also holds 385,000 Intrepid Options
(13) Also holds 120,000 Intrepid Options
(14) Will also hold 117,647 Intrepid Arrangement Options
(15) Also holds 125,000 Intrepid Options

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

None of the proposed directors or officers of the Resulting Issuer is, or within the past ten years prior to the Circular Date has been, a director, chief executive officer or chief financial officer of any other issuer that:

(a) was subject to an order that was issued while the director or officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an order that was issued after the director or officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of the proposed directors or officers of the Resulting Issuer is, or has been within 10 years before the Circular Date, a director or executive officer of any issuer that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

PENALTIES OR SANCTIONS

None of the proposed directors or officers of the Resulting Issuer has, within the ten years prior to the date hereof, been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

INDIVIDUAL BANKRUPTCIES

None of the proposed directors or officers of the Resulting Issuer has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

CONFLICTS OF INTEREST

To the best of Intrepid’s and Emperor’s knowledge and other than as disclosed herein, there are no existing or potential conflicts of interest among Intrepid, Emperor, their promoters, directors, officers or other members of management of Intrepid or Emperor except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of such other companies and their duties as a director, officer, promoter or management of Emperor or Intrepid.

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MANAGEMENT

The following is a brief summary of the background of each of the proposed directors, executive officers and other senior management of the Resulting Issuer.

COLIN JACKSON – Mr Jackson is a metallurgist-mineral process design engineer graduate of Birmingham University and the Royal School of Mines, Imperial College, London University. After ten years’ mine design and operating experience with Selection Trust Limited and RGC Limited, Mr Jackson became Director of Research and Corporate for McIntosh Securities Ltd (now known as Merrill Lynch Australia) where he raised equity for a significant number of gold companies, including the initial public offerings of Kidston Gold Mines and Placer Pacific Limited, over a twelve year period. The next eight years were dedicated to communications and investor relations roles at Newcrest Mining Limited and Normandy Mining Limited where he was Group Executive Corporate. Mr Jackson is Chairman of Red 5 Limited and a non-executive Director of EIM Capital Managers Pty Limited. Mr. Jackson was a non-executive director of Terramin Australia Limited from October 2003 to December 2005, a role relinquished to become Chairman of that company’s technical committee.

LAURENCE CURTIS – Dr Curtis is currently President and Chief Executive Officer of Intrepid and will continue as President of the Resulting Issuer (for the near term) and thereafter will remain as a non-executive Director. Dr Curtis is a geologist (PhD, 1974, Toronto) with over thirty five years of international experience in the natural resource sector with direct experience in Africa, Greenland, North, South and Central America, and in the Pacific. He has spent over fifteen years working in the Caribbean Basin and has been responsible for several epithermal discoveries during this time. Dr Curtis was President of Curtis & Associates, a mineral resource consulting firm, from 1980 to 1996. He founded IMC in 1995 and was President, Chief Executive Officer and director for eleven years. Dr Curtis is a member of the Association of the Professional Geoscientists of Ontario and is currently a director of High River Gold Mines Ltd and Alturas Minerals Corporation.

BRAD GORDON – Mr Gordon was appointed to the board of directors of Emperor on April 26, 2006. He has more than 10 years’ experience in senior management positions in the gold industry in Australia, PNG and Fiji. Most recently employed as Managing Director of Placer Dome Niugini Ltd and prior to that as General Manager of Porgera, Mr Gordon has also held General Manager or Operations Manager roles at Kalgoorlie West for Aurion Gold, Kanowna Belle for Delta Gold, Leonora for Sons of Gwalia and Vatukoula and Tuvatu for Emperor.

KEVIN DUNDO – Mr. Dundo is a director of Intrepid and will continue as a director of the Resulting Issuer. Mr. Dundo practices as a lawyer in Perth. He specializes in the commercial and corporate areas (in particular, mergers and acquisitions) with experience in the mining sector, the service industry and the financial services industry. He is a partner of Q Legal, based in Western Australia. Mr. Dundo is a member of the Law Society of Western Australia, a member of the Law Council of Australia, a Fellow of the Australian Society of Certified Practising Accountants and a member of the Australian Institute of Company Directors. He is a non-executive director of Imdex Limited and ComputerCorp Limited. Mr. Dundo gained a Bachelor of Commerce from the University of Western Australia and a Bachelor of Laws from the Australian National University.

ROBERT McDONALD – Mr McDonald was appointed as a Non-Executive Director of Emperor on 6 April 2006. He is currently the Principal of the Minera Group and is a Non-Executive Director of Sedgman Limited. He was previously the Managing Director of NM Rothschild & Sons (Australia) Limited and a Principal of Resource Finance Corporation, and prior to that held various roles within the Rio Tinto Group. Mr McDonald has more than 30 years’ broad mining industry experience.

IAN McMASTER – Mr McMaster was appointed as a Non-Executive Director of Emperor on 8 June 2007. Mr McMaster served as Chief Executive Officer of CSR Sugar from 1999 until 2006, and prior to that held various senior management roles over a 30 year career with BHP. He holds a Masters in Engineering awarded by the University of Newcastle, and was made an Honorary Fellow of the University of Wollongong in 1996. Mr McMaster was recently appointed as a Member of the Order of Australia in recognition of his contribution to the sugar and steel industries.

FRAZER BOURCHIER – Frazer Bourchier is a qualified mining engineer with Bachelor’s and Master’s degrees in Applied Science. He has more than 18 years’ experience in the gold mining industry, most of which were spent with the Placer Dome Group in Canada, South Africa and PNG. Prior to his appointment as General Manager of Emperors’ Vatukoula Gold Mine in Fiji in August 2007, he was Mining Manager and Alternate General Manager at the Porgera Joint Venture in PNG.

ANN CANDELARIO – Ms. Candelario has more than fifteen years experience in the investor relations field. She joined Intrepid in September 2006. Previously, she directed and managed the investor relations programme at International Network Services Inc., a network consulting and services company which was acquired by Lucent Technologies. In 1999, she participated in the successful initial public offering of CacheFlow, Inc., a Silicon Valley-based network appliance company.

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VANESSA CHIDRAWI – Ms Chidrawi had 12 years' private practice experience in commercial law and litigation, practising for her own account in Johannesburg. Prior to joining Emperor in May 2006 as Corporate Counsel, and later Company Secretary, Ms Chidrawi project-managed Emperor's acquisition of DRD’s PNG assets.

BRENDAN GILL – Prior to joining Emperor, Mr Gill held the senior financial positions in the BHP Billiton group of Vice President Finance, Carbon Steel Materials division (2006) and Chief Financial Officer, Stainless Steel Materials division (20032006). He has previously held a number of other senior positions with the BHP Billiton group, including the role of Chief Financial Officer of the Nickel division (2001-2002) and Global Lead Risk Management and Audit (2000-2001). Mr Gill joined Emperor in June 2007.

ROD JACOBS – Mr Jacobs is a graduate of the Western Australian School of Mines with in excess of twenty years’ operational experience as a mining engineer. Mr. Jacobs became General Manager at Paulsens in 2005 and has since taken up the position of General Manager Operations, Australia for Intrepid Mines. Previous to this he held Project, General and Operations Manager roles with Croesus Mining, Cable Sands, Gold Mines of Sardinia and Coeur Gold (NZ) Ltd leading permitting, operational and closure roles at differing times, at various international sites.

WILLIAM McGUINTY – Mr McGuinty is a graduate of the University of Ottawa. He is a geologist who has worked in mineral exploration with junior exploration companies and consulting firms for over 25 years in Canada and overseas. From 1988 to 1998 he held positions as Exploration Manager for Queenston Mining Inc. in Canada, resident country manager in Cuba for Joutel Resources Limited and in Honduras for Mar-West Resources Ltd. during the discovery and resource development of the San Martin gold deposit now owned by Goldcorp. Prior to joining Intrepid, Mr McGuinty worked as industry liaison for the Ontario Ministry of Northern Development and Mines promoting Ontario mineral resources and government/industry initiatives. He is a member of the Association of Professional Geoscientists of Ontario and the Association of Professional Engineers and Geoscientists of Saskatchewan. He is fluent in Spanish and French.

DONNA McLEAN – Prior to joining Intrepid, Ms McLean served as Chief Financial Officer of IMC from April 2005 to July 2006. From 1999 to 2005, Ms McLean was founder and principal of DMc Corporate Services, a provider of accounting and administrative services for small to mid-sized businesses in the Greater Toronto Area. Prior to that she held senior management positions in a number of publicly-traded, private and not-for-profit organizations including that of V.P. Finance and Treasurer for several mining companies.

MALCOLM NORRIS – Mr Norris is a highly regarded exploration specialist, and came to Emperor after holding the position of General Manager – Exploration and Business Development at Indophil Resources since 2005. Mr Norris has previously held senior positions with WMC Resources, including, among others, the roles of Group Manager – Exploration (2003 – 2005), Global Exploration Manager – Gold (2001 – 2002) and serving several years as Country Manager for WMC Resources in the Philippines.

KATHLEEN SKERRETT – Ms Skerrett is a partner with Gardiner Roberts LLP. She has been practising in the fields of corporate and securities law since being called to the bar in the Province of Ontario in 1996. Ms Skerrett was Corporate Secretary as well as counsel to IMC prior to the IMC Merger in July 2006 and has continued in those roles with Intrepid.

EXECUTIVE COMPENSATION

Save as otherwise disclosed in this Circular, it is not expected that the integration of Intrepid and Emperor will result in a significant number of redundancies. However, the changes to the Chief Executive and Chief Financial Officer roles and resultant rationalisation of the combined entities Australian offices may present redundancy costs. Save as otherwise disclosed in this Circular, the Named Executive Officers of Intrepid and Emperor will, following implementation of the Arrangement, continue to be remunerated in accordance with their contractual rights as at the date of this Circular pending further review following implementation of the Arrangement.

CORPORATE GOVERNANCE

The Corporate Governance policies of the Resulting Issuer will be those of Intrepid. Upon completion of the Arrangement, the board of directors of the Resulting Issuer will continue its regular review of its corporate governance policies to ensure that they are in compliance with the requirements of both Australia and Canada.

AUDITORS AND TRANSFER AGENTS

PricewaterhouseCoopers, QV1 Building, 250 St. George’s Terrace, Perth, Western Australia 6000, will be the auditors of the Resulting Issuer.

Advanced Share Registry, 110 Stirling Highway, Nedlands, Western Australia 6009 will remain the Australian share registry for the Resulting Issuer.

Equity Transfer & Trust Company, 120 Adelaide Street West, Suite 420, Toronto, Ontario M5H 4C3 will remain the Canadian transfer agent for the Resulting Issuer, the transfer agent for INEC and continue to be the Trustee pursuant to the VETA.

General Information for the Meeting | Page 91

RISK FACTORS

RISKS ASSOCIATED WITH THE ARRANGEMENT

Fixed Exchange Ratio

Pursuant to the terms of the Arrangement, every 4.25 Emperor Shares will be exchanged for one (1) Ordinary Share. This ratio is fixed and will not increase or decrease due to fluctuations in the market price of the Shares and the Emperor Shares. The market prices of the Shares and the Emperor Shares on the Arrangement Effective Date may vary from and be less than or in a different ratio to the market prices on the date the MID was signed, the date of this Circular and the date of the Meeting. If the market price of the Ordinary Shares increases or decreases, the value of the securities being acquired from the holders of the Emperor Shares pursuant to the MID will correspondingly increase or decrease. The Arrangement Effective Date will not occur until a period of time has passed after the Meeting. Shareholders will not know the exact value of the Ordinary Shares that will be issued in connection with the completion of the Arrangement. Shareholders are encouraged to monitor current market prices for the Shares and Emperor Shares. In addition, the MID does not permit an adjustment in the Exchange Ratio if the Net Cash Condition Precedent is not met.

Many of the factors that affect the market price of the Shares and the Emperor Shares are beyond the control of Intrepid and Emperor. Some of these factors include changes in the business, operations or prospects of Emperor and Intrepid, market assessments of the likelihood that the Arrangement will be completed, increases or decreases in the price of gold and silver, changes in regulatory environments, political developments and general market and economic conditions.

Market Price of Shares and Emperor Shares may be affected by different factors.

Upon completion of the Arrangement, Intrepid will acquire the outstanding Emperor Shares and Emperor Options, the value of which will depend on the value of the Emperor Shares on the Arrangement Effective Date. Intrepid’s business and the Shares differ, in some respects, from the business of Emperor and the Emperor Shares and Intrepid’s results of operations as well as the trading price of the Shares, may be affected by factors different from those affecting Emperor’s results of operations and the trading price of the Emperor Shares. Therefore, events or circumstances that might not cause the Shares to decline in value might result in a decline in the value of the Emperor Shares. Moreover, events or circumstances that might have caused an increase in the value of the Shares might not result in an increase in the value of the Emperor Shares.

Integration of Emperor and Intrepid

The Arrangement involves the integration of two companies that previously operated independently. The Arrangement is expected to benefit the financial results and operations of the Resulting Issuer. The anticipated benefits are dependent on the ability of the two companies to effectively integrate management and operations. Intrepid’s corporate office has been centred in Canada while Emperor’s has been in Australia. Following the Arrangement, the head office of the Resulting Issuer will be in Australia while several key members of management and directors will continue to reside in Canada. Most of the operational and strategic operating decisions, including how to effectively address the time differential, are in the advanced stage of formulation.

Failure to Retain Key Employees

The failure to retain the key employees of Intrepid and Emperor following the Arrangement could adversely affect the operations and results of the Resulting Issuer.

Lack of Active Market

There can be no assurance that an active market for the Ordinary Shares will continue or exist and any increased demand to buy or sell the Ordinary Shares can create volatility in price and volume. In addition, there can be no assurances that an active market for the Exchangeable Shares will exist.

Court Delays

There is a risk the Court may not approve the Emperor Scheme of Arrangement or that other approvals are delayed, or that lack of availability of the Court may delay the indicative timetable.

Failure to Complete the Arrangement

Failure to complete the Arrangement could have a negative impact on the results and operations of Intrepid. In addition, failure to complete the Arrangement could have a negative impact on the market price of the Shares to the extent that the current market price reflects an assumption that the Arrangement will be completed. Certain costs associated with the Arrangement will be required to be paid regardless of whether the Arrangement is competed or not.

If the Arrangement is not completed and the MID is terminated, IMC will be required to repay the loan from Emperor within 90 days of the date of termination of the MID. If the Arrangement is not completed, Intrepid will also require alternate financing to pursue development of the Casposo Project and to fund exploration on its other properties. The ability of Intrepid to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of Intrepid. There can be no assurances that Intrepid will be successful in its efforts to

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arrange such financing on terms satisfactory to Intrepid. If additional financing is raised by the issuance of shares from treasury of Intrepid, control of Intrepid may change and securityholders may suffer additional dilution of their investment in Intrepid.

RISKS ASSOCIATED WITH THE BUSINESS OF THE RESULTING ISSUER

Tolukuma Gold Mine

There are a number of risks associated with the Tolukuma Gold Mine including the following:

(a) There are specific environmental risks associated with the Tolukuma Gold Mine. Tailings at the Tolukuma Gold Mine are disposed of in the surrounding river system (“riverine tailings disposal”). Although this method of tailing disposal is compliant with the laws of PNG and widely utilised in PNG, the practise of “riverine tailings disposal” has been criticised by environmental groups for its alleged deleterious effects on the surrounding ecosystem and is not widely utilised outside of PNG. Unfortunately, riverine tailings disposal is the only effective method for disposal of tailings at the Tolukuma Gold Mine due to the climate and resulting instability of the geography. In addition, a helicopter accident at the mine site in 2000 resulted in minor dispersion of cyanide into the local ecology. Emperor has taken steps to ensure that its operations are compliant with all applicable standards and to address any problems that may arise but there can be no certainty that claims will not be brought against Emperor and/or TGM in the future with respect to the impact of riverine tailings disposal or other environmental issues. There can be no assurances that the laws of PNG will not be altered to prevent riverine tailings disposal which would effectively mean that no further mining could be undertaken at the Tolukuma Gold Mine as currently set up. Other operating companies in PNG would be similarly affected if such regulatory changes were made;
(b) Emperor has complied with all requirements with respect to testing of water quality down stream from the Tolukuma Gold Mine. While it has been substantially compliant with PNG’s water quality standards, there have been exceedences of acceptable limits. There can be no assurance that there will not be future action taken with respect to breaches of these standards. There can be no assurance that actions will not be taken against Emperor and/or TGM for failure to meet these standards. In addition, there can be no assurances that that PNG will not change their standards to a higher level than can be met by the current operational standards at the Tolukuma Gold Mine;
(c) Emperor has not yet filed its environmental compliance report for 2005 or 2006. There can be no assurances that the government in PNG will not take action against the Tolukuma Gold Mine for the late filings of these reports or that these reports will not indicate deficiencies in Emperor’s compliance once they have been prepared and filed;
(d) While Emperor’s operations in PNG comply with the applicable licence conditions accepted by the PNG government in granting project approval, the environmental impacts of its operations could be greater than estimated. In such event, the PNG government could require Emperor to remedy such consequences. The costs of such remediation could be material and have significant consequences for the Resulting Issuer if the Tolukuma Gold Mine is not sold prior to the Arrangement Effective Date;
(e) Traditionally social community relations in PNG have proven to be challenging and the situation at the Tolukuma Gold Mine is no exception. TGM has an active social-community response program in place, however, there have been complaints brought against TGM due to past practice;
(f) A number of actions have been brought against TGM in respect of the operation of the Tolukuma Gold Mine in the past that have been dismissed. There can be no assurances that future potential litigation may not be successfully brought against TGM;
(g) The Tolukuma Gold Mine can only be accessed by helicopter, the operation is exposed to a significant degree of risk in relation to the availability of helicopter services, weather conditions and fuel prices. An accident occurred in 2006 when a helicopter crashed killing several people including mine personnel. These risks are beyond the control of the Resulting Issuer;
(h) The Tolukuma Gold Mine is not currently operating at a profitable level and there can be no assurance that it will do so in the future. In addition, it is possible that the Tolukuma Gold Mine may not be shut down under TGM’s current arrangements with the government of PNG. Failure to sell the Tolukuma Gold Mine will therefore have a negative impact on the Resulting Issuer’s working capital as it will continue to have to fund the operating costs at the Tolukuma Gold Mine; and
(i) Failure to sell the Tolukuma Gold Mine before July 15, 2008 will result in the Resulting Issuer being obligated to repay its entire project finance facility to Westpac Banking Corporation for the Paulsens Gold Mine by July 31, 2008, six months earlier than it would otherwise be due. The current amount of the Westpac project finance facility is A$13,500,000 and, taking account of scheduled payments to be made between the Circular Date and July 31, 2008, this final payment may be up to A$7,500,000. This early repayment may have an impact on the ability of the Resulting Issuer to otherwise pursue its business objectives in the second half of 2008. In addition, failure to sell the Tolukuma Gold Mine may impact negotiations with the international banking community in respect of financing the Casposo Project.

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Gold Loss

Gold loss through theft is a significant risk for gold producers. In March 2007, a gold theft of approximately 1400 ounces was suspected at the Tolukuma Gold Mine. This was identified from the production reconciliation contained in the metallurgical accounting system. Independent experts subsequently confirmed the accuracy of the Tolukuma mine metallurgical accounting system. Emperor immediately commenced an internal security review and implemented security improvements including further restricting employee access to the gold room, installing additional lockout procedures and an additional camera in the reaction chamber.

In July 2007, the metallurgical accounting system detected a further loss of approximately 1000 ounces of gold. Emperor immediately contracted gold security experts from Australia to provide a complete review of Tolukuma mine gold security and to provide recommendations to reduce the risk of future losses. Implementation of the key recommendations from the security audit have commenced. Emperor has also been working with its insurance advisor to evaluate the prospects of making an insurance claim in respect of these losses.

Westpac Banking Facility

In 2006 and early 2007 the Corporation experienced under-performance of the resources at the Paulsens Gold Mine which resulted in debt covenants issues with its project finance facility with Westpac Banking Corporation. To June 2007 all debt repayments, interest payments and hedge deliveries associated with the facility were made in full and on time. In June 2007 the project finance facility was restructured to match future debt repayments to the current life of mine model forecasts. All debt covenants were reviewed with the two short term forward cover and historic cover ratios deleted and replaced by quarterly earnings before interest, tax, depreciation and amortization (“EBITDA”) hurdles. The hedge delivery schedule remains unaltered and all scheduled deliveries to December 31, 2007 have been made.

The debt repayment schedule is now based on a quarterly adjusted EBITDA agreed formula cash sweep requiring the remaining A$13.5 million facility to be repaid no later than December 31, 2008. If the Arrangement is completed, Intrepid has agreed to make an additional payment of up to A$6,000,000 by April 30, 2008 and if the Tolukuma Gold Mine has not been sold by July 15, 2008, the Resulting Issuer will be required to repay the entire amount of its project finance facility (which does not include hedging obligations) by July 31, 2008.

Competition

There is competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Resulting Issuer will compete with other mining companies, many of which have greater financial resources than the Resulting Issuer, for the acquisition of mineral claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel.

Gold price/Hedging

Gold price is a key performance driver and fluctuations in the price of gold can have a significant impact on the Resulting Issuer’s results. The gold price fluctuates daily and is affected by numerous factors beyond the Resulting Issuer's control. The price of gold is influenced by supply and demand, exchange rates, inflation rates, changes in global economies, and political, social and other factors. The supply of gold consists of a combination of new mine production and existing stocks held by governments, banks, producers and consumers.

If the market price for gold falls below the Resulting Issuer's full production costs and remains at such levels for any sustained period of time, the Resulting Issuer may, depending on hedging practices, experience losses and may determine to discontinue mining operations or development of a project. If the price of gold dropped significantly, the economic prospects of the Paulsens Gold Mine, Casposo Mine, Tujuh Bukit and other areas of interest in which the Resulting Issuer has an interest could be significantly reduced or rendered uneconomic.

Gold markets are marked by high volatility over short periods. The Resulting Issuer has partially hedged against fluctuations in the price of gold. These hedges are denominated in Australian dollars, as the associated costs to produce gold are incurred in Australian dollars.

Foreign Exchange Rates

Dual listings on the ASX and TSX, and plans to develop projects where the ad hoc currency is US dollars, has resulted in the Resulting Issuer adopting US dollars as its reporting currency in future reports. Consequently, fluctuations in the US dollar against the functional currencies of the groups companies could result in unanticipated changes in the Resulting Issuer’s financial results.

Credit Risk

Credit risk arises from the potential failure of counterparties to meet their obligations under the respective contracts at maturity. This arises with amounts receivable from unrealised gains on derivative financial instruments. Interest rate swap contracts and forward Australian gold sales are all held with Westpac Banking Corporation and are within counterparty limits established in the Corporation’s Financial Risk Policy.

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Uninsurable risks

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, and political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Resulting Issuer. The Resulting Issuer does not maintain insurance against political or environmental risks.

Exploration, development and operating risks

Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labour are some of the risks involved in the operation of mines and the conduct of exploration programs.

The Resulting Issuer has relied on and may continue to rely upon consultants and others for exploration and development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

The Resulting Issuer believes that it will hold all the necessary licenses and permits under applicable laws and regulations and believes it is presently complying in all material respects with the terms thereto. However, there is no certainty that the Resulting Issuer will be able to obtain or maintain all necessary licenses and permits that may be required to further explore and develop its properties.

The economics of developing mineral properties are affected by many factors including the cost of operations, variations in the grade of ore mined and metals recovered, fluctuations in metal markets, costs of processing equipment, continuing access to refining facilities on acceptable terms and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. There is no assurance that the Resulting Issuer's mineral exploration, development and acquisition activities will be successful.

Additionally, the capital cost estimates for the construction and commissioning of the Casposo operation are subject to definitive estimation. Significant analysis has been and will continue to be conducted in estimating the capital costs, and provision has been made for potential contingencies and cost overruns, there is no assurance as to what the final capital cost will be. Operating costs, capital expenditure estimates and production targets can fluctuate considerably as a result of unexpected problems and delays during development, construction and mine start-up. Production is not expected to commence until 2008, at the earliest. Accordingly, future development activities by the Resulting Issuer at Casposo may be less profitable than currently anticipated or may not be profitable at all, and production targets may not be achieved.

Ore reserve and resource estimates

The Resulting Issuers reported mineral reserves and resources are only estimates. No assurance can be given that the estimated mineral reserves and resources will be recovered or that they will be recovered at the rates estimated.

Mineral reserve and resource estimates are based on limited sampling, and, consequently, are uncertain because the samples may not be representative. Mineral reserve and resource estimates may require revision (either up or down) based on actual production experience. Market fluctuations in the price of metals, as well as increased production costs or reduced recovery rates, may render certain mineral reserves and resources uneconomic and may ultimately result in a restatement of reserves and/or resources. Moreover, short-term operating factors relating to the mineral reserves and resources, such as the need for sequential development of ore bodies and the processing of new or different ore grades, may adversely affect the Resulting Issuer's profitability in any particular accounting period.

Safety and other Hazards

The mining industry is exposed by nature to safety and other hazards risks. To minimize these risks we provide training, testing and awareness programs to our employees to continuously improve work practices and the working environment.

Environmental regulation and liability

The Resulting Issuer’s activities are subject to laws and regulations controlling not only the mining of and exploration of mineral properties, but also the possible effects of such activities upon the environment. Environment laws may change and make the mining and processing of ore uneconomic, or result in significant environmental or reclamation costs. Environmental legislation provides for restrictions and prohibitions on spills, releases, or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas which could result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties or the suspension or closure of mining operations. In addition, certain types of operations require the submission of environmental impact statements and approval thereof by government authorities.

General Information for the Meeting | Page 95

Environmental legislation is evolving in a manner that may mean stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Permits from a variety of regulatory authorities are required for many aspects of mine development, operation and reclamation.

Future legislation and regulations could cause additional expense, capital expenditures, restrictions, liabilities and delays in the development of the Resulting Issuer’s properties, the extent of which cannot be predicted. In the context of environmental permits, including the approval of reclamation plans, the Resulting Issuer must comply with standards and laws and regulations which may entail costs and delays depending on the nature of the activity to be permitted and how stringently the regulations are enforced by the permitting authority. The Resulting Issuer does not maintain environmental liability insurance.

The Resulting Issuer will operate to ensure required environmental standards are met in all respects and has a strong commitment to ensure that environmental standards are fully integrated into the construction, commissioning and operation of the Resulting Issuer’s mining projects.

A portion of the Exploration KP relating to the Tujuh Bukit is situated within a protected forest area, in which open cut mining activities are currently prohibited by Indonesian law. As Indonesian law currently only permits underground mining in protected forest areas, Emperor is evaluating the appropriate application process that would allow the Resulting Issuer to conduct open cut mining operations, should the exploration program be successful, within the relevant forest area. In addition the successful development of the project is subject to obtaining all necessary permits and licences for the conduct of the mining operations. No assurances can be given that the Resulting Issuer will obtain the necessary permits, licences and authorisation to develop an open cut mine.

The Intrepid operation at Paulsens and development project in Casposo have environmental impacts. While these projects currently comply with the applicable licence conditions accepted by the relevant authorities and government bodies in granting such approvals, the environmental impacts of the operation or project could be greater than estimated. In such event, the relevant authorities or government bodies could require Intrepid to remedy such consequences. The costs of such remediation could be material and could result in the cessation of production.

Political Risk

The primary operations of the Resulting Issuer will be located in Australia, Argentina, Central America, PNG and Indonesia. Argentina, Central America, PNG and Indonesia are countries subject to a higher degree of political risk than that of Australia or Canada. The Resulting Issuer is therefore subject to political, economic, social and other uncertainties, including the risk of civil rebellion, expropriation, nationalisation, landownership disputes, renegotiation or termination of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, changing political conditions and international monetary fluctuations. The effects of these factors cannot be accurately predicted and any combination of one or other of the above may impede the operation or development of a project and even render it uneconomic.

Community Risks

In addition to mineral tenure and environmental permitting, the Resulting Issuer engages local communities where it explores. Communities may respond differently to exploration and mineral development activities from region to region. Increasingly the exploration sector is required to engage in social contracts with local residents, communities and surface land owners. Factors affecting social acceptance of exploration are variable and can be unpredictable over time. Local opinions can change rapidly about exploration activities and opinions may not be related to the activity of the Resulting Issuer although its ability to enter an area and conduct its programs may be affected by shifts in perception.

Native Title and Aboriginal Heritage issues

Native title claims and Aboriginal heritage issues may affect the ability of the Resulting Issuer to pursue exploration, development and mining on its prospective areas of interest. Paulsens Gold Mine access was negotiated with native title claim group, PKKP in November 2002.

In Australia the NTA provides for native title claims to be filed in the Federal Court of Australia and if a claim satisfies certain threshold requirements, to be registered by the National Native Title Tribunal pending the ultimate determination of the claim by the Federal Court. The NTA also provides for the Australian States and Territories to validate certain titles and tenements which may have been invalid by reason of the existence of native title and also establishes procedures which must be followed before actions which affect native title rights are undertaken, such as the grant of mining leases and other tenements. In the case of applications for mining leases, the procedure involves a period of negotiation with the registered native title claimants/holders and, if agreement cannot be reached, an arbitrated decision by the National Native Title Tribunal.

Renewals of mining tenements and applications for exploration licenses may be exempted from this process in some circumstances. Registered native title claimants/holders also have the right to object to infrastructure titles (such as for power lines and pipelines) in which event a process of consultation and Independent determination applies.

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The resolution of native title and Aboriginal heritage issues is an integral part of exploration and mining operations and the Resulting Issuer is committed to managing the issues effectively. However, in view of the legal and factual uncertainties, no assurance can be given that material adverse consequences will not arise in connection with native title and Aboriginal heritage issues.

In addition, native title claims could arise at any of the Resulting Issuer’s other properties throughout the world. There can be no assurance that any such claim arising can be dealt with in a manner acceptable to the parties involved and may result in the loss of the property to the Resulting Issuer.

Capital Funding

The Resulting Issuer will require additional financing. The ability of the Resulting Issuer to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Resulting Issuer. There can be no assurances that the Resulting Issuer will be successful in its efforts to arrange additional financing if needed on terms satisfactory to the Resulting Issuer. If additional financing is raised by the issuance of shares from treasury of the Resulting Issuer, control of the Resulting Issuer may change and securityholders may suffer additional dilution of their investment in the Resulting Issuer.

CERTIFICATE AND APPROVAL OF DIRECTORS

The Circular and the mailing of same to shareholders has been approved by the Board of Directors of the Corporation.

DATED the 24th day of January, 2008

BY ORDER OF THE BOARD OF DIRECTORS

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LAURENCE CURTIS President and Chief Executive Officer

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SCHEDULE A

MERGER IMPLEMENTATION DEED

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Definitions and interpretations ..................................................................................1	1.1 Definitions......................................................................................................1	1.2 Interpretation................................................................................................14	1.3 Business Day...............................................................................................14	Agreement to proceed with Scheme .......................................................................14	Announcement and recommendation .....................................................................15	Conditions precedent................................................................................................15	4.1 Conditions....................................................................................................15	4.2 Benefit and waiver of Conditions Precedent................................................17	4.3 Conditions Precedent Not Met.....................................................................18	4.4 Notifications and Assistance........................................................................19	Subscription option...................................................................................................19	Scheme.......................................................................................................................20	6.1 Scheme........................................................................................................20	6.2 Scheme Consideration ................................................................................20	6.3 Allotment and issue of New Intrepid Shares................................................21	6.4 No other Conditions .....................................................................................22	Implementation..........................................................................................................22	7.1 Emperor's obligations ..................................................................................22	7.2 Intrepid's obligations ....................................................................................24	7.3 Implementation steps...................................................................................27	7.4 Appeal process ............................................................................................27	7.5 Emperor Board post Implementation ...........................................................27	7.6 Preparation for Conduct of Business after Implementation Date.................27	No Solicitation ...........................................................................................................27	8.1 No-Shop restriction ......................................................................................27	8.2 No talk/ due diligence ..................................................................................28	8.3 Notification...................................................................................................28	8.4 Right to respond ..........................................................................................28	8.5 Exceptions ...................................................................................................29	8.6 Limitation on No Talk ...................................................................................29	Termination................................................................................................................29	9.1 Termination by Emperor ..............................................................................29	9.2 Termination by Intrepid ................................................................................30	9.3 Preservation of Rights .................................................................................30	Warranties and Indemnities......................................................................................31	10.1 Intrepid representations and warranties ......................................................31	10.2 Emperor representations and warranties.....................................................32	10.3 Reliance on representations and warranties................................................33	10.4 When warranties are given ..........................................................................33	10.5 Indemnity by Emperor..................................................................................34	10.6 Indemnity by Intrepid ...................................................................................34	10.7 Release........................................................................................................34	GST .............................................................................................................................34
1.				2.	3.	4.					5.	6.					7.							8.							9.				10.								11.

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"Effective"means the coming into effect pursuant to section 411(10) of the	Corporations Act, of the order of the Court made under section 411(4)(b) in relation to	the Scheme.			"Effective Date"means the date on which an office copy of the Scheme Order is	lodged with ASIC pursuant to section 411(10) of the Corporations Act or, if an earlier	date is specified in the relevant Scheme Order for the coming into effect of the	Scheme, that earlier date.		"Emperor"means Emperor Mines Limited ACN 007 508 787 and where the context		requires means the Emperor Group.		"Emperor Board"means the board of directors of Emperor.		"Emperor Director"means a director of Emperor.	"Emperor Due Diligence Information"means the written information (including in electronic form) relating to the business, assets, liabilities, operations, profits and losses, financial position and performance and prospects of Emperor available in the electronic dataroom or provided to Intrepid in written form by Emperor as at the Due	Diligence Satisfaction Date.	"Emperor Group"means Emperor and each of its Subsidiaries.	"Emperor Information"means all information contained in the Scheme Booklet and in the Intrepid Information Circular other than the Intrepid Information and any information derived from, or prepared in reliance on, the Intrepid Information.	"Emperor Information"means all information contained in the Scheme Booklet and in the Intrepid Information Circular other than the Intrepid Information and any information derived from, or prepared in reliance on, the Intrepid Information.	"Emperor Material Adverse Change"means a material adverse change of at least $5 million in the assets, Liabilities, cash position, financial or trading position or profitability of Emperor or its Subsidiaries taken as a whole but not taking into account the Excluded Transactions.	"Emperor Material Contract"means any contract to which Emperor or its Subsidiary is a party which is referred to in Schedule 1.	"Emperor Material Contract"means any contract to which Emperor or its Subsidiary is a party which is referred to in Schedule 1.	"Emperor Options" means Emperor $0.13 Options and Emperor Other Options.	"Emperor Option Holders" means the holders of Emperor Options.	"Emperor $0.13 Options"means 3,450,000 options granted by Emperor to subscribe for Emperor Shares, such options being exercisable at $0.13 each (subject to any permitted adjustment to the exercise price in accordance with the terms of	issue of such options as a result of the Capital Return) on or before 2 January 2012.	"Emperor Other Options"means 3,930,900 options (subject to any adjustment as a result of the issue of options permitted by subclause 1.1(e)(ii) of the definition of Emperor Prescribed Occurrence) granted by Emperor to subscribe for Emperor	Shares at the exercise prices referred to in clause 7.2(a)(i) (subject to any permitted adjustment to the exercise price in accordance with the terms of issue of such options as a result of the Capital Return).	"Emperor Prescribed Occurrence"means any of the following occurring unless with	the prior written consent of Intrepid which must not be unreasonably withheld or delayed or except to the extent it is an Excluded Transaction:	(a) Emperor declares or pays any dividend or makes any other distribution of its	profits or assets (including by issuing any bonus shares);	Page 3
"Claymore Convertible Note"means the convertible note issued by Intrepid to	Claymore Capital Pty Ltd ACN 060 156 452 dated 16 July 2007 (for an amount of not	more than $5,300,000), as may be varied from time to time between Intrepid and the		noteholder (such variation having been consented to by Emperor, such consent not to	be unreasonably withheld or delayed).		"Competing Transaction"means, in relation to Emperor or Intrepid:		(a) a transaction other than an Excluded Transaction which, if completed, would	mean a person would, directly or indirectly:			(i) acquire all or a substantial part of the assets or business of the	relevant party and/or its Related Bodies Corporate;		(ii) acquire a Relevant Interest in or become the holder of 19.9% or more	of the relevant party's share capital or of the share capital of any of its Subsidiaries or enter into any cash settled equity swap or other derivative contract arrangement in respect of 19.9% or more of the relevant company's share capital; or	(iii) acquire Control of the relevant party;	(b) a takeover bid, scheme of arrangement, amalgamation, merger, capital	reconstruction, consolidation, purchase of main undertaking or other business combination involving the relevant party and/or its Related Bodies Corporate;	or	(c) a transaction involving the formation of a dual listed company structure, stapled security structure or other form of synthetic merger having the same or substantially the same effect as a takeover bid for, or scheme of arrangement in respect of, the relevant party and/or its Related Bodies Corporate.	"Conditions Precedent"means the conditions precedent to certain obligations of the	parties set out in clause 4.1.	"Control" has the meaning given to that term in the Corporations Act.	"Corporations Act"means the Corporations Act 2001 (Commonwealth).	"Court"means the Supreme Court of Queensland or the Brisbane Registry of the Federal Court of Australia, as nominated by Emperor.	"C$"means the lawful currency of Canada.	"Deed Poll"means the deed poll to be executed by Intrepid in favour of the Scheme Participants in the form of Annexure A.	"DRDGold"means DRD (Offshore) Limited, an Isle of Man incorporated company being wholly owned by DRDGold Limited (a South African incorporated company with its head office located at 299 Pendoring Avenue, Blackheath, Randburg, Republic of	South Africa).	"Due Diligence Satisfaction Date"means 5 Business Days after the execution of this Deed (or such other date as is agreed between the parties in writing).			Page 2

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and obligations, whether actual or contingent and whether presently accrued or future,	of a party and its Subsidiaries.	"Listing Rules"means the official listing rules of ASX and includes the business	rules of ASX.		"Loan Agreement"means the agreement between Emperor and Intrepid Minerals	Corporation dated 28 August 2007.	"National Instrument Form 51-102F5"means National Instrument Form 51-102F5	prescribing information required for the purposes of a shareholder vote under	applicable Canadian legislation.	"Net Cash Position"means the difference between (i) the sum of the cash (not	including any restricted cash or cash received, if applicable, as consideration for the	Sale of Tolukuma), short term investments (not including, if applicable, the value of	any securities issued, transferred, or to be issued or transferred to Emperor as	consideration for the Sale of Tolukuma) and short term accounts receivable (excluding	any associated with Tolukuma), and (ii) the sum of bank indebtedness, current	liabilities (excluding up to $4,000,000 of any current liabilities associated with	Tolukuma), in each case as determined in accordance with International Financial Reporting Standards, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications that were used in the preparation of the most recent audited financial statements of Emperor.	"New Intrepid Shares"means fully paid ordinary shares in the capital of Intrepid to be issued under the Scheme.	"New Intrepid $0.5525 Option"means an option to subscribe for one fully paid ordinary share in the capital of Intrepid, which option has an exercise price of $0.5525 (or such lesser price as may be calculated by multiplying any permitted adjustment to the exercise price of an Emperor $0.13 Option in accordance with the terms of issue	of such options as a result of the Capital Return by 4.25) and an expiry date of 2 January 2012.	"Paulsens"means the project known as, and referred to by Intrepid in recent public announcements made by Intrepid as, the Paulsens Project situated in the Ashburton region in Western Australia, including associated assets.	"Person"means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.	"PNG"means Papua New Guinea.	"Policy Statement 60"means Policy Statement 60 (or Regulatory Guide 60) issued by ASIC on 4 August 1999.	"Policy Statement 142"means Policy Statement 142 (or Regulatory Guide 142) issued by ASIC on 4 August 1999.	"Porgera"means the joint venture operation known by the same name in PNG, a 20 per cent interest in which was divested by Emperor in or about August 2007.	"Proposed Casposo Financing"means debt project financing up to US$30 million for the development of Casposo on terms to be approved by the Intrepid Board (and with the prior consent of Emperor, such consent not to be unreasonably delayed or withheld, in the event that the terms or contracting parties differ from those disclosed	"Proposed Casposo Financing"means debt project financing up to US$30 million for the development of Casposo on terms to be approved by the Intrepid Board (and with the prior consent of Emperor, such consent not to be unreasonably delayed or withheld, in the event that the terms or contracting parties differ from those disclosed	in writing to Emperor prior to the date of this Deed).	Page 11
(i) changes the terms of or terminates any material contract,	including the Intrepid Material Contracts;	(ii) pays, discharges or satisfies any claims, liabilities or obligations	under any material contract, including the Intrepid Material	Contracts, or any other payment, discharge or satisfaction,	inconsistent with past practice and other than in accordance with	their terms; or	(iii) waives any material claims or rights under or waives the benefit of	any provisions of any material contract including the Intrepid	Material Contracts;	(n) Intrepid or any Subsidiary of Intrepid resolves that it be wound up;		(o) a Court makes an order for the winding up of Intrepid or of any Subsidiary of	Intrepid;		(p) a liquidator, provisional liquidator or administrator of Intrepid or of any	Subsidiary of Intrepid is appointed;	(q) a receiver or a receiver and manager is appointed in relation to the whole, or a substantial part of the property of Intrepid or of any Subsidiary of Intrepid;	(r) Intrepid or any Subsidiary of Intrepid executes a deed of company arrangement;	(s) other than as required by law or applicable accounting standards, Intrepid or any Subsidiary of Intrepid makes any change in accounting methods, principles or practices materially affecting the reported consolidated assets liabilities or results of operations of Intrepid;	(t) Intrepid or any Subsidiary of Intrepid makes any Tax election or settles or compromises any Tax liability or refund; or	(u) Intrepid or any Subsidiary of Intrepid authorises, commits or agrees to take any of the actions referred to in paragraphs (a) to (t) above.	"Intrepid Shareholder Approval"means the approval, by the requisite majority, of the Intrepid Shareholders, if required by the listing rules of the TSX or ASX, or under the applicable laws of Australia or Canada, of the acquisition of all of the issued and	outstanding Emperor Shares by way of the Scheme and any other transactions contemplated by this Deed.	"Intrepid Shares"means fully paid ordinary shares in the capital of Intrepid.	"Intrepid Shareholders"means all holders of Intrepid Shares and, where applicable, includes the holders of Exchangeable Shares.	"Intrepid Warrants"means the 6,900,000 warrants to acquire Intrepid Shares at a price of C$0.90 per share and the 828,000 warrants to acquire Intrepid Shares at a price of C$0.70 per share all until 22 June 2008.	"Liabilities"means any direct or indirect liability, indebtedness, obligation, commitment, expense, claim, guarantee or endorsement of or by a person of any	type, whether accrued, absolute, contingent, matured, unmatured or other liabilities		Page 10

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"Scheme Consideration"means the number of New Intrepid Shares to be allotted	and issued for each Scheme Share pursuant to the Scheme calculated in accordance	with clause 6.2 of this Deed.		"Scheme Meeting"means the meeting to be convened by the Court pursuant to	section 411(1) of the Corporations Act in respect of the Scheme.		"Scheme Order"means the orders of the Court approving the Scheme pursuant to	section 411(4) of the Corporations Act.		"Scheme Participants"means each person who is registered in the Register as a	holder of Scheme Shares as at 10.00pm on the Record Date.		"Scheme Shares"means the Emperor Shares on issue at the Effective Date.		"Second Court Date"means the first day on which the Second Court Hearing is	heard or, if the application is adjourned for any reason, shall mean the date on which	the adjourned application is heard.	"Second Court Hearing"means the hearing of the application to the Court for an	order pursuant to Section 411(4)(b) of the Corporations Act approving the Scheme.		"Specified Existing Employees"means those employees of Emperor as agreed	between Intrepid and Emperor in writing prior to the date of this Deed.		"Subsidiary"has the meaning given in the Corporations Act.		"Superior Proposal" means a publicly announced bona fide Competing Transaction	in relation to a party which its board of directors, acting reasonably and in good faith	and (unless the other party agrees otherwise) after receiving written advice from either	Queen’s Counsel or Senior Counsel or Canadian counsel that failing to respond to	such a bona fide Competing Transaction would be reasonably likely to constitute a	breach of the directors' fiduciary or statutory obligations, unanimously determines, is	preferable to the Scheme having regard to the best interests of that party as a whole	and is more favourable to Scheme Participants (or Intrepid Shareholders, as the case	may be) than the Scheme, taking into account all terms and conditions of the	Competing Transaction.		"Tax"means any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or	withholding, which is assessed, levied, imposed or collected by any Governmental	Authority and includes, but is not limited to any interest, fine, penalty, charge, fee or	any other amount imposed on, or in respect of any of the above.		"Tolukuma"means the Tolukuma gold mine in Papua New Guinea.	"TSX"means the Toronto Stock Exchange.	"Tujuh Bukit Joint Venture"means the joint venture entered into by Emperor, IndoAust Mining Ltd, Indonesian investors, Australian guarantors and PT Indo Multi Niaga for the development of a copper/gold mining project in Indonesia as announced to ASX on 20 August 2007 and more particularly as set out in the Alliance Agreement	dated 19 August 2007.	"US$"means the lawful currency of the United States of America.	"Valuation"means the valuation of the assets, liabilities and undertakings of Tolukuma prepared by Behre Dohlbear Australia or a similarly qualified independent
"Record Date"means the date which is 5 Business Days after the Second Court	Date or such other date as Emperor and Intrepid agree.		"Register"means the register of members of Emperor maintained in accordance with	the Corporations Act.		"Regulators' Draft"means a draft of the Scheme Booklet in a form acceptable to	both parties which is to be provided to ASIC for approval.		"Regulatory Review Period"means the period from the date on which the	Regulators' Draft is submitted to ASIC to the date on which ASIC provides a letter	under section 411(17)(b) of the Corporations Act stating that ASIC has no objection to	the Scheme.		"Related Body Corporate"has the meaning given in the Corporations Act.		"Relevant Interest" has the same meaning as given by sections 608 and 609 of the	Corporations Act.	"Representative"means, in relation to a party, that party's directors, officers,	employees, agents or advisers (including without limitation lawyers, accountants,	consultants, bankers, financial advisers and any representatives of those advisers).		"Sale of Fortis"means the sale of 100% of Emperor's shareholding in its Subsidiary,	Fortis Limited, on terms satisfactory to Intrepid, who shall act reasonably and in good	faith in considering such divestment, and all Taxes, costs, fees and expenses related	to that transaction.		"Sale of Porgera"means the transactions comprising the sale of Emperor's 20%	interest in the Porgera Joint Venture to Barrick Gold Corporation for cash	consideration of US$255 million, granting intra-group loans and declaring dividends	and capital distributions to repatriate sale proceeds to Australia, repayment of loans to	Emperor, financiers and DRDGold totalling US$166 million and all Taxes, costs, fees	and expenses related to those transactions.		"Sale of Tolukuma"means the divestment of 100% of Emperor's interest in the	Tolukuma gold mine in PNG, on terms satisfactory to Intrepid, who shall act	reasonably and in good faith in considering such divestment, by way of sale of the	issued share capital in Tolukuma Gold Mines Limited, capital restructure, sale of	assets, distribution to shareholders or any other method and includes payment of all	Taxes, costs, fees and expenses related to that transaction.		"Sale of Vatukoula"means the divestment in or about March 2007 of 100% of	Emperor's shareholding in Emperor Finance Pty Ltd and Emperor Australia Pty Ltd by	way of sale of the issued share capital of those entities and includes payment of all Taxes, costs, fees and expenses related to that transaction.	"Scheme"means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act to be made between Emperor and the Scheme Participants in respect of the Scheme Shares in the form of Annexure B.	"Scheme Booklet"means the information ordered by the Court to be despatched to	the holders of Scheme Shares including the Explanatory Statement, copies of the Scheme, the Deed Poll, and this Deed and the notice convening the Scheme Meeting	(together with proxy form) in such form as is approved by the Emperor Board and the Intrepid Board.

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(b) Intrepid agrees to comply with its obligations under the Scheme and the	Deed Poll, and provide reasonable assistance to Emperor in proposing and	this Deed.		Announcement and recommendation	Immediately after the execution of this Deed, Emperor and Intrepid will issue public	Immediately after the execution of this Deed, Emperor and Intrepid will issue public	announcements in a form approved by the parties in writing.	Conditions precedent		Conditions		The Scheme will not become Effective unless each of the following conditions		date upon which the Emperor Shareholders approve the Scheme, the	Emperor Board does not change or withdraw its recommendation to vote in		(b) Intrepid Board recommendation:between the date of this Deed and the	Intrepid Shares for the purposes of the Scheme, the Intrepid Board does not	change or withdraw its recommendation of the Scheme.		(c) Net Cash Position:before 8:00am on the Second Court Date:	(i) the CFO of Emperor has confirmed to the CFO of Intrepid in writing	that the actual Net Cash Position of Emperor (plus any sum	expenditure approved by Intrepid in writing after the date of this	Deed) is no more than $6 million below the forecast $62 million Net	Cash Position of Emperor as at 30 September 2007. The CFO of	Emperor will provide all reasonably requested documentation within	14 days of providing the confirmation of the actual Net Cash Position and the CFO of Intrepid will confirm in writing the	14 days of providing the confirmation of the actual Net Cash Position and the CFO of Intrepid will confirm in writing the	further 7 days; and	(ii) the CFO of Emperor has confirmed to the CFO of Intrepid in writing	that, as at the Business Day prior to the Second Court Date, the actual Net Cash Position of Emperor (plus any sum advanced	under the Emperor Working Capital Funding, any sum expended in respect of the Tujuh Bukit Joint Venture or any other expenditure	approved by Intrepid in writing after the date of this Deed) is no more than $8 million below the forecast $62 million Net Cash	Position of Emperor as at 30 September 2007. The CFO of	Emperor will provide to the CFO of Intrepid the estimated Net Cash	Position for the purposes of this clause, 7 days prior to the Scheme	of all reasonably requested documentation to enable verification of the cash balance for the purposes of this clause. The CFO of	Emperor will provide the CFO of Intrepid with an update (if any) to the Net Cash Position for the purposes of this clause, on the first	Emperor will provide the CFO of Intrepid with an update (if any) to the Net Cash Position for the purposes of this clause, on the first	Page 15
				3.				4.		4.1
expert engaged by Emperor (subject to the agreement of Intrepid to the alternate	expert, such agreement not to be unreasonably withheld) which takes account of:	(a) an environmental performance / compliance site audit to be conducted by	the independent expert (including reference to all applicable licence, permit	and environmental plan approval conditions);	(b) an assessment of the current and contingent liabilities of Tolukuma and the	rehabilitation and remedial liability quantum (inclusive of any other liabilities	identified in the legal advice referred to in (c) below);	(c) advice from PNG legal counsel regarding the scope of liabilities attaching to	Emperor arising from the continued ownership of Tolukuma.		"Vatukoula Gold Mine"means the gold mine known by the same name in Fiji	divested by Emperor in or about March 2007.	Interpretation	In this Deed headings are for convenience only and do not affect interpretation, and	unless the context indicates a contrary intention:	(a) a reference to any document (including this Deed) is to that document as	amended, varied, novated, ratified or replaced from time to time;	(b) a reference to any statute or to any statutory provision includes any	statutory modification or re-enactment of it or any statutory provision	substituted for it, and all ordinances, by-laws, regulations, rules and	statutory instruments (however described) issued or promulgated under it;	(c) words importing the singular include the plural (and vice versa), and words	indicating a gender include every other gender;	(d) references to parties, clauses, schedules, exhibits or annexures are	references to parties, clauses, schedules, exhibits and annexures to or of	this Deed, and a reference to this Deed includes any schedule, exhibit or	annexure to this Deed;	(e) where a word or phrase is given a defined meaning, any other part of	speech or grammatical form of that word or phrase has a corresponding	meaning;	(f) the word "includes" in any form is not a word of limitation;	(g) a reference to "$" or "dollar" is to Australian currency; and	(h) references to time are to Brisbane, Australia time.	Business Day	Except where otherwise expressly provided, where under this Deed the day on which	any act, matter or thing is to be done is a day other than a Business Day, such act	matter or thing shall be done on the immediately succeeding Business Day.	Agreement to proceed with Scheme	(a) Emperor agrees to propose the Scheme upon and subject to the terms and	conditions of this Deed.	Page 14
													1.2																					1.3				2.

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(p) No Emperor Prescribed Occurrence:no Emperor Prescribed Occurrence	occurs between the date of this Deed and 8.00am on the Second Court	Date.		(q) No Intrepid Prescribed Occurrence:no Intrepid Prescribed Occurrence	Date.		(r) Emperor Options:on or before 8.00am on the Second Court Date, Intrepid	has acquired or agreed to acquire all of the Emperor Options then	have been exercised or cancelled (in accordance with clause 7.2(a)).		(s) Sale of Tolukuma:the intention of Emperor to effect the Sale of Tolukuma	material respect, other than as approved by Intrepid in writing, before	8.00am on the Second Court Date.	(t) Due Diligence on Emperor:on or before Due Diligence Satisfaction Date,	Intrepid is satisfied, in its sole discretion, with its due diligence	investigations, including financial, legal, commercial and technical considerations, in relation to Emperor including:	investigations, including financial, legal, commercial and technical considerations, in relation to Emperor including:	(i) receipt of a legal opinion, from qualified Fijian counsel addressed to Emperor and the Emperor Board (and expressed to be capable of	(i) receipt of a legal opinion, from qualified Fijian counsel addressed to Emperor and the Emperor Board (and expressed to be capable of	reliance by Intrepid), in relation to any residual liabilities or	Vatukoula; and	(ii) receipt of a legal opinion, from qualified PNG counsel addressed to	reliance by Intrepid), in relation to any residual liabilities or obligations from a PNG perspective arising from the Sale of	reliance by Intrepid), in relation to any residual liabilities or obligations from a PNG perspective arising from the Sale of	Porgera.	(u) Due Diligence on Intrepid: on or before:	(i) the Due Diligence Satisfaction Date, Emperor is satisfied, in its sole	legal, commercial and technical considerations, in relation to Intrepid; and	legal, commercial and technical considerations, in relation to Intrepid; and	(ii) 8.00am on the Second Court Date, Intrepid will provide a legal	opinion, from a qualified legal practitioner acceptable to Emperor in each relevant jurisdiction, addressed to the Intrepid Board and	opinion, from a qualified legal practitioner acceptable to Emperor in each relevant jurisdiction, addressed to the Intrepid Board and	expressed to be capable of reliance by Emperor, in relation to any	residual liabilities or obligations attaching to each of the Intrepid	Specified Subsidiaries.	(v) TSX Approval:on or before 8.00am on the Second Court Date, the TSX	$0.5525 Options.	Benefit and waiver of Conditions Precedent		Other than in respect of the conditions precedent in clause 4.1(e) (Emperor	Page 17
																																						4.2
Business Day following the Scheme Meeting and weekly thereafter	and again on the Business Day prior to the Second Court Date and	the CFO of Intrepid will confirm in writing the acceptance or	otherwise of the actual Net Cash Position by 8.00am on the Second	Court Date.	Court or Other Orders:no temporary restraining order, preliminary or	permanent injunction or other order issued by any court of competent	jurisdiction or other material legal or regulatory restraint or prohibition	preventing the Scheme is in effect at 8.00 am on the Second Court Date.	Emperor Shareholder Approval:the Scheme is approved by the	necessary majorities of holders of Emperor Shares at the Scheme Meeting	in accordance with the Corporations Act.	DRDGold Sale of Emperor Shares:DRDGold selling all its Emperor	Shares prior to the Scheme Meeting.	No ASIC Objection:ASIC stating in writing that it has no objection to the	Scheme, pursuant to section 411(17) of the Corporations Act.	Court Approval:the Court approving the Scheme, pursuant to Section 411	of the Corporations Act.	Intrepid Shareholder Approval:only if required by TSX or ASX or under	the applicable laws of Canada or Australia, the Intrepid Shareholder	Approval is obtained before 8.00am on the Second Court Date.	Other Approvals:the third party providers of finance to Intrepid approve or	consent to the implementation of the Scheme before 8.00am on the First Court Date.	FIRB:if required, Foreign Investment Review Board approval being	obtained (or the expiry of the relevant notice period, as the case may be)	before 8.00am on the Second Court Date, as necessary.	No Emperor Material Adverse Change:no Emperor Material Adverse	Change occurs between the date of this Deed and 8.00am on the Second Court Date.	No Intrepid Material Adverse Change:no Intrepid Material Adverse	Change occurs between the date of this Deed and 8.00am on the Second	Court Date.	Independent Expert report:an Independent Expert (if commissioned by	Emperor) issues its report which concludes that the Scheme is in the best	interest of Scheme Participants before the date on which the Scheme	Booklet is registered by ASIC under the Corporations Act. If a report by an	Independent Expert has not been commissioned by Emperor within 10	Business Days of the date of this Deed, this condition is regarded as waived with the agreement of Emperor and Intrepid.	Execution of documents: between the date of this Deed and the date of	despatch of the Scheme Booklet, Intrepid executes the Deed Poll pursuant	to which Intrepid covenants in favour of the Scheme Participants to perform	its obligations under the Scheme.	Page 16
					(d)				(e)			(f)		(g)		(h)		(i)			(j)		(k)			(l)		(m)			(n)						(o)

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in the case of clause 4.1(u) (Due Diligence on Intrepid) or clause 4.1(t) (Due Diligence on Emperor), 5.00pm on the 10th Business Day after the Due Diligence Satisfaction Date; or in the case of all other Conditions Precedent other than clause 4.1(f) (DRDGold Sale of Emperor Shares) which is dealt with by clause 4.3(b) above, 8.00 am on the Second Court Date, a breach of this Deed by that party; or a deliberate act or omission of that party or by an entity controlled by that party which either alone or together with other circumstances prevents that condition being satisfied.
(i) (ii) then unless that condition is waived in accordance with clause 4.2, a party entitled to the benefit of that condition may (subject to clause 4.4(b)) terminate this Deed. A party may not terminate this Deed pursuant to clause 4.3(c) if the relevant condition has not been satisfied as a result of: (i) (ii) Termination of this Deed under clause 4.3(a) does not affect any accrued rights of either party arising from any breach of this Deed prior to termination. keep the other promptly and reasonably informed of the steps it has taken and of its progress towards satisfaction of the Conditions Precedent; promptly notify the other in writing if it becomes aware that any Condition Precedent has been satisfied or has become incapable of being satisfied (which, for the avoidance of doubt, in the case of clause 4.1(t) is a determination in Intrepid's sole discretion and in the case of clauses 4.1(f) and 4.1(u) is a determination in Emperor's sole discretion); provide the Court on the Second Court Date with a certificate stating that all the Conditions Precedent have been satisfied or waived (and such certificate will be conclusive evidence of the satisfaction or waiver of the Conditions Precedent in the Certificate); and co-operate with and to the extent reasonably practicable assist the other party to satisfy the Conditions Precedent. Intrepid hereby grants to Emperor an option to subscribe for up to 20 million Intrepid Shares at a price equivalent to the 20 day volume weighted average price of Intrepid Shares as at the close of business on the day prior to the
(d) (e) Each of Emperor and Intrepid (as applicable) must use its best endeavours to procure that each of the Conditions Precedent is satisfied as soon as practicable after the date of this Deed or that there is no occurrence that would prevent the Conditions Precedent being satisfied (as the context requires) and in particular must promptly comply with their respective obligations under clauses 7.1 and 7.2. Notifications and Assistance Each party must: (a) (b) (c) (d) Subscription option (a)
4.4 5.
Page 18
with a view to determining whether the Scheme may proceed by way of an alternative approach and, if so, to agree on the terms of such an alternative approach; or to agree to extend the date for satisfaction of the relevant condition precedent or to adjourn or change the date of an application to the Court. is not satisfied or waived (in accordance with clause 4.2) by the date specified in this Deed for its satisfaction; or becomes incapable of being satisfied as a result of DRDGold notifying Emperor in writing that DRDGold is unable, or in DRDGold’s opinion is likely to be unable, to sell down all of its Emperor Shares at a price or in a manner which is or will be commercially acceptable to DRDGold,
The conditions precedent in clause 4.1(d) (Court or Other Orders), clause 4.1(g) (No ASIC Objection), clause 4.1(k) (FIRB), clause 4.1(n) (Independent Expert Report) (if commissioned by Emperor), 4.1(j) (Other Approvals), clause 4.1(r) (Emperor Options) and clause 4.1(v) (TSX Approval) are for the benefit of each party and any breach or non-fulfilment of those conditions may only be waived with the written consent of each party. Emperor and Intrepid must use their best endeavours to procure that each of those conditions are satisfied (but without in any way affecting the role of the Independent Expert to reach its conclusion independently of the parties). The conditions precedent in clauses 4.1(f) (DRDGold Sale of Emperor Shares), clause 4.1(o) (Execution of Documents), clause 4.1(m) (No Intrepid Material Adverse Change), clause 4.1(q) (No Intrepid Prescribed Occurrence), clause 4.1(u) (Due Diligence on Intrepid)and clause 4.1(b) (Intrepid Board recommendation) are for the sole benefit of Emperor and any breach or non-fulfilment of those conditions may only be waived by Emperor giving its written consent. Except in respect of the condition precedent in clause 4.1(f) (DRDGold Sale of Emperor Shares), Intrepid must use its best endeavours to procure that each of those conditions is satisfied. All other conditions precedent in clause 4.1 are for the sole benefit of Intrepid and any breach or non-fulfilment of those conditions may only be waived by Intrepid giving its written consent. Emperor must use its best endeavours to procure that each of those conditions is satisfied. Subject to clause 4.3(b), if any condition precedent contained in clause 4.1 is not satisfied or waived by the earlier of the date specified in this Deed for its satisfaction or 5.00 pm on the last Business Day before the Second Court Date, then the parties will at each of those times consult in good faith: (i) (ii) If the condition precedent contained in clause 4.1(f) (DRDGold Sale of Emperor Shares): (i) (ii) then Emperor may at any time after such event terminate this Deed. If the parties are unable to reach agreement under clause 4.3(a) by:
(a) (b) (c) Conditions Precedent Not Met (a) (b) (c)
4.3
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use its best endeavours to ensure that
apply to ASIC for the production of a promptly after the approvals referred to in clauses 7.1(g) if the resolution submitted to the Scheme Meeting in promptly prepare and provide to Intrepid, for during the period from the date of this Deed to the
do all other things contemplated by or necessary to give during the period from the date of this Deed to the
apply to the Court for orders convening the Scheme Meeting; and take all steps necessary to comply with the orders of the Court including, as required, dispatching the Scheme Booklet to the Emperor Shareholders and convening and holding the Scheme Meeting; promptly lodge with ASIC office copies of the orders approving the Scheme; close the Register as at 10.00 pm on the Record Date and determine entitlements to the Scheme Consideration: execute proper instruments of transfer and effect and register the transfer of the Emperor Shares subject to the Scheme; and do all other things contemplated by or necessary to give effect to the Scheme and the orders of the Court approving the same;
Section 411(17)(b) statement: statement pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme; Scheme Meeting: and 7.1(h) have been received: (i) (ii) Approval of Scheme: relation to the Scheme is passed by the required majorities under the Corporations Act, promptly apply to the Court for orders approving the Scheme and if that approval is obtained: (i) (ii) (iii) (iv) Option Offers: effect to the offers to be made by Intrepid to Emperor Option Holders as contemplated by this Deed or to effect the cancellation or exercise of all Emperor Options; Emperor Information: inclusion in the Intrepid Information Circular, all such information relating to Emperor as is required under National Instrument Form 51-102F5 and all other applicable laws; Emperor Prescribed Occurrence: an Emperor Prescribed Occurrence does not occur between the date of this Deed and the Implementation Date; Conduct of business: Implementation Date conduct the Business in the ordinary and usual course consistent with the way the Business is being conducted as at the date of entering into this Deed and in accordance with any business plans approved by the Emperor Board and disclosed to Intrepid or its Representatives prior to the date of this Deed; Consultation: Implementation Date consult with Intrepid in relation to the conduct of the Business and consider in good faith Intrepid's views in relation to the same (provided that this shall not apply to any Excluded Transaction);
(h) (i) (j) (k) (l) (m) (n) (o)
as soon as practicable after preparation of as soon as practicable at Page 22
subject to no Superior Proposal being
within 10 Business Days of the date of this Deed, during the Regulatory Review Period, keep
as soon as practicable after the date of this Deed,
as soon as practicable after the date of this Deed,
Directors' recommendation: received by Emperor, state (on the basis of statements made to it by each of its directors) that a majority of the Emperor Directors recommend to the Emperor Shareholders that the Scheme be approved, which statement shall be made in the Scheme Booklet. This paragraph is subject to clause 3 which sets out the agreement of the parties about the content of the initial announcement about the Scheme; Independent Expert: determine whether or not to appoint and brief the Independent Expert (and any other specialist expert required). If it does so it must provide all assistance and information reasonably requested by the Independent Expert (and any such specialist expert) to enable the preparation of the necessary report(s) for the Scheme Booklet; Scheme Booklet: prepare the Scheme Booklet in compliance with the Corporations Act, Policy Statement 60, Policy Statement 142 and the Listing Rules, make available to Intrepid drafts of the Scheme Booklet and consider in good faith comments from Intrepid and its Representatives on those drafts and not unreasonably fail to give effect to such comments; Approval of Regulators' Draft: the Regulators' Draft procure that a meeting of the Emperor Board is convened to approve the Regulators' Draft as being in a form appropriate for dispatch to the Emperor Shareholders, subject to completion of dates, numbers and minor corrections; Liaison with ASIC: provide a copy of the Regulators' Draft to ASIC and liaise with ASIC throughout the Regulatory Review Period; Regulatory Review Period: Intrepid informed of any matters raised by ASIC in relation to the Scheme Booklet, and use best endeavours in co-operation with Intrepid to resolve any such matters; Approval of Scheme Booklet and Registration: the conclusion of the Regulatory Review Period procure that a meeting of the Emperor Board is convened to approve the Scheme Booklet for dispatch to the Emperor Shareholders and obtain registration of the Scheme Booklet by ASIC;
No other Conditions The Scheme will not be conditional upon any other matters which are not contemplated in this Deed. Implementation Emperor's obligations Emperor must execute all documents and do all acts and things reasonably necessary for the implementation and performance of the transactions contemplated by this Deed and in particular Emperor must: (a) (b) (c) (d) (e) (f) (g)
6.4 7. 7.1
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as soon as practicable after preparation of as soon as practicable at the conclusion of Page 25
review the drafts of the Scheme Booklet
promptly prepare and provide to Emperor, for if commissioned by Emperor promptly provide all
$0.023 per option (total $112,260), in the case of the Emperor Other Options issued on 8 May 2006, and the Further Emperor Options issued on or after the date of this Deed, with an exercise price of $0.41; $0.001 per option (total $100), in the case of the Emperor Other Options issued on 31 October 2002 with an exercise price of $0.57; and $0.005 per option (total $2,000), in the case of the Emperor Other Options issued on 2 December 2004 with an exercise price of $0.63; or
(A) (B) (C) in the case of the Emperor $0.13 Options and the Further Emperor Options to be issued to Brad Gordon, to be satisfied by the issue, within 10 Business Days after the Implementation Date, of one New Intrepid $0.5525 Option for every 4.25 Emperor $0.13 Options or Further Emperor Options issued to Brad Gordon.
(ii) Notwithstanding the terms of clause 7.2(a)(i), the parties agree that the cash sums referred to therein shall be adjusted in accordance with the same principle used to determine the cash sum as at the date of this Deed as a result of any permitted adjustment to the exercise prices of the Emperor Other Options and Further Emperor Options (excluding those Further Emperor Options to be issued to Brad Gordon). Intrepid Information: inclusion in the Scheme Booklet, all such information relating to Intrepid as is required under Chapter 5 the Corporations Act, the Regulations and all other applicable laws and in accordance with relevant ASIC policy statements including all information which would be required in a Bidder's Statement for the issue of the Scheme Consideration to Scheme Participants if it were share consideration under a takeover offer pursuant to Chapter 6 of the Corporations Act; Independent Expert: assistance and information reasonably requested by the Independent Expert (and any other specialist expert required) to enable the preparation of the necessary report(s) for the Scheme Booklet; Review of Scheme Booklet: prepared by Emperor and provide comments on those drafts in good faith; Approval of Regulators' Draft: the Regulators' Draft procure that a meeting of the Intrepid Board is convened to approve those sections of the Regulators' Draft that relate to the Intrepid Group and the Intrepid Shares as being in a form appropriate for dispatch to the Shareholders subject to completion of dates, numbers and minor corrections; Approval of Scheme Booklet: the Regulatory Review Period procure that a meeting of the Intrepid Board is convened to approve those sections of the Scheme Booklet that relate to the Intrepid Group and the Intrepid Shares as being in a form appropriate for dispatch to the Emperor Shareholders;
(b) (c) (d) (e) (f)
not issue any communication Page 24
as soon as they become
do everything reasonably within its power to between the date of this Deed and the End Date,
no later than 10 Business Days after the date of this
use its best endeavours to ensure that the Emperor Shares : do everything reasonably within its power and take all
: do everything reasonably within its power and take all
in the case of all Emperor Other Options and Further Emperor Options (excluding those Further Emperor Options to be issued to Brad Gordon), to be satisfied by the payment, within 10 Business Days after the Implementation Date, of cash as follows:
ASX Listing: continue to be listed on ASX until the close of business on the Implementation Date; Communication to Emperor Shareholders: to any Emperor Shareholder nor enter into communication with any regulatory authority (including any court) in relation to the Scheme without first consulting with Intrepid as to the form and substance of that communication; Publication of information on website: available, publish on its website the dates fixed for any Court hearing in relation to the Scheme, including any adjournments or continuance of these hearings, the date of the Scheme Meeting and the text of all announcements made to ASX in connection with the Scheme; Compliance with laws: ensure that the transactions contemplated by this Deed are effected in accordance with all laws and regulations applicable in relation to the Scheme in Australia and, where applicable, in Canada; Tolukuma reasonable steps to enter into an agreement for the Sale of Tolukuma and effect a Sale of Tolukuma on or before 8.00am on the Second Court Date (such that all conditions to the sale, excluding only any required PNG-based third party regulatory approvals in respect thereof, have been fulfilled); Access to Information: Emperor will provide Intrepid with access to all information in relation to Tolukuma and Tolukuma Gold Mines Limited as is reasonable for the purposes of undertaking continuing informatory investigations; and Sale of Fortis reasonable steps to enter into an agreement for the Sale of Fortis and effect a Sale of Fortis on or before 8.00am on the Second Court Date. Emperor Options: Deed make an offer to each Emperor Option Holder and each person to whom Further Emperor Options are to be issued, to acquire on the Implementation Date (such offer to be unconditional, save that it may be made subject to Implementation occurring) all of the Emperor Options and Further Emperor Options (once issued and subject to such issue) held by that person to the extent that they have not lapsed or been exercised prior to the Implementation Date for the following consideration: (i)
(p) (q) (r) (s) (t) (u) (v) Intrepid's obligations Intrepid must execute all documents and do all acts and things reasonably within its power necessary for the implementation and performance of the transactions contemplated by this Deed and in particular Intrepid must: (a)
7.2
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sum disclosed to Intrepid in writing prior to the date of this Deed) to which	they may become entitled in or about January 2008 (subject to the terms of	their existing employment contracts and any applicable determination by the	chief executive officer and the remuneration committee) without having	regard to any interruption to their employment with Emperor as a result of	the implementation of the Scheme;		requested by Emperor in relation to the Scheme;		(q) Consultation:during the period from the date of this Deed to the	Implementation Date consult with Emperor in relation to the conduct of its	business and consider in good faith Emperor's views in relation to the same;		(r) Intrepid Material Contracts:on or before the date of despatch of the	Scheme Booklet, Intrepid will consult with Emperor in relation to the Intrepid	to finalise, amend or document in any way the Intrepid Material Contracts.		Implementation steps		The parties must use their best endeavours to implement the Scheme in accordance	with the timetable set out in Schedule 2.	Appeal process	If the Court refuses to make any orders convening the Scheme Meeting or approving	the Scheme, Emperor must appeal the Court's decision to the fullest extent possible	(except to the extent that the parties agree otherwise, or independent Senior Counsel	indicates that, in his view, an appeal would have no reasonable prospect of success	before the End Date). If such an appeal is undertaken by Emperor at the request of	Intrepid then unless the parties otherwise agree, Intrepid will bear Emperor's	reasonable costs of the appeal.	Emperor Board post Implementation	On the Effective Date, Emperor will use its best endeavours to ensure that all	On the Effective Date, Emperor will use its best endeavours to ensure that all	Intrepid) two Intrepid nominees are appointed to the Emperor Board.	Preparation for Conduct of Business after Implementation Date	The parties must work together in good faith from the date of this Deed up to and	The parties must work together in good faith from the date of this Deed up to and	including the Implementation Date to facilitate the efficient implementation of Intrepid's	plans for the Business following the Implementation Date, subject to compliance with	their respective obligations, powers and duties under this Deed, their constituent	documents and all applicable law and the proper performance by Emperor's directors		No Solicitation		No-Shop restriction	During the Exclusivity Period, each party must ensure that neither it nor any of its	Representatives directly or indirectly solicits, invites, facilitates any discussions or	negotiations (or encourages, or communicates any intention to do any of those	Page 27
																	7.3				7.4								7.5				7.6								8.		8.1
Representation:procure that, at the discretion of Intrepid or if requested	by Emperor, Intrepid is represented by counsel at the Court hearings	convened for the purposes of sections 411(1) and 411(4)(b) of the	Corporations Act, at which, through its counsel, Intrepid will undertake (if	requested by the Court) to do all such things and take all such steps within	its power as may be necessary in order to ensure the fulfilment of its	obligations under this Deed and the Scheme;	Intrepid Information Circular:as soon as practicable after the date of this	Deed, prepare the Intrepid Information Circular in accordance with Form 51-	102F6 and consider in good faith comments from Emperor and its	Representatives on those drafts and not unreasonably fail to give effect to	such comments;	Scheme Consideration:if the Scheme becomes Effective, Intrepid to	provide the Scheme Consideration in accordance with clause 6.2 on the	Implementation Date;	ASX quotation: ensure that prior to the Second Court Date, application is	made to ASX for the New Intrepid Shares which are to be issued to Scheme	Participants in accordance with the Scheme for approval of the official	quotation by the ASX on a deferred settlement basis as soon as practicable	after the Effective Date and on a normal settlement basis no later than the	first business day after the Implementation Date, which approval may be	conditional on the issue of those shares and other conditions customarily imposed by the ASX including implementation of the Scheme;	TSX quotation: ensure that prior to the Second Court Date, the approval of	the TSX has been obtained to the listing or unconditional reservation for	listing on the TSX of all New Intrepid Shares to be issued as Scheme	Consideration and that trading in such shares on a normal settlement basis	will commence no later than the first business day after the Implementation	Date, which approval may be conditional on the issue of those shares and	other conditions customarily imposed by the TSX including implementation	of the Scheme;	Deed Poll:prior to the despatch of the Scheme Booklet, execute the Deed	Poll;	Intrepid Board Appointments: Prior to the Second Court Date, appoint	with effect from the Implementation Date, Brad Gordon as a director and Chief Executive Officer of Intrepid and up to three further Emperor	nominees as non-executive directors of Intrepid and cause the composition	of the board of directors to be up to 8 directors from the Implementation	Date, provided that, on the Business Day prior to the Second Court Date,	there shall be an equal number of Emperor nominees and Intrepid	nominees appointed to the Intrepid Board with effect from the	Implementation Date;	Intrepid Prescribed Occurrence:use its best endeavours to ensure that	an Intrepid Prescribed Occurrence does not occur between the date of this	Deed and the Implementation Date;	Emperor Employees:following the Effective Date, offer to continue the	employment of Emperor’s Specified Existing Employees on the same terms	and conditions as currently enjoyed for at least 12 months and pay to any	such Specified Existing Employees any annual bonuses (not exceeding the	Page 26
(g)							(h)					(i)			(j)							(k)								(l)		(m)								(n)			(o)

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(d) this Deed does not conflict with or result in the breach of or default under	any provision of the constitution of Emperor or any material term or	provision of any Material Contract, agreement or deed or writ, order or	injunction, judgement, law, rule or regulation to which it is party or subject or		(e) the capital structure of Emperor as at the date of this Deed is accurately	recorded in Schedule 4;		(f) as at the date of despatch of the Scheme Booklet and the Intrepid Circular,	(other than the Intrepid Information) is complete and accurate in all material	respects and is not misleading (including by omission);		(g) to the best of its knowledge, Emperor has fully complied with its continuous	3.1 of the Listing Rules;		(h) it and its Subsidiaries have (or in the case of the Vatukoula Gold Mine and	Porgera had, at all times whilst it held an interest in those assets) all	material mining licences, environmental approvals, planning permits,	and mining of its operations and have not received any notices of non-	Right Permits granted to Emperor Gold Mining Company Limited and the	Special Mining Leases 54, 55 and 56 granted to Emperor Gold Mining	Company Limited and Koula Mining Company Limited in connection with the	Vatukoula Gold Mine);	(i) Emperor's financial statements for the 12 months ending 30 June 2007,	financial position of Emperor as at that date and are prepared on a	consistent basis with past practices (except to the extent that adoption of AIFRS requires a change to past practices) and in accordance with all	consistent basis with past practices (except to the extent that adoption of AIFRS requires a change to past practices) and in accordance with all	(j) To the best of its knowledge and belief at the date of execution of this Deed,	Emperor's projected cashflow model for the period ending 31 March 2008	and fair view of the projected cashflow for Emperor for such period assuming the implementation of the Tujuh Bukit Joint Venture and the	and fair view of the projected cashflow for Emperor for such period assuming the implementation of the Tujuh Bukit Joint Venture and the	Emperor Working Capital Funding and the continued operation of Tolukuma	Reliance on representations and warranties	Each party acknowledges that the other party has executed this Deed and agreed to	Each party acknowledges that the other party has executed this Deed and agreed to	take part in the transactions that this Deed contemplates in reliance on the	When warranties are given	Each representation and warranty given or made under this clause 10 is given:	(a) as at the date of this Deed;	Page 33
																																10.3				10.4
(h) as at the date of despatch of the Scheme Booklet, the Intrepid Information	provided to Emperor for inclusion in the Scheme Booklet is complete and	accurate in all material respects and is not misleading (including by	omission);	(i) it will provide Emperor all such further or new information of which it	becomes aware that arises after the Scheme Booklet has been despatched	until the date of the Scheme Meeting where that is necessary to ensure that	the Scheme Booklet continues to comply with the Corporations Act and	relevant ASIC Policy;	(j) it and its Subsidiaries have complied in all material respects with all material	Australian, Canadian and other foreign laws and regulations applicable to	them and have all material licenses, permits and franchises necessary for	them to conduct their respective businesses as presently being conducted;	(k) it and its Subsidiaries have all material mining licences, environmental	approvals, planning permits, approved work plans and other consents	necessary for the development and mining of its operations at Paulsens and	have not received any notices of non-compliance, breach of or default of the	same;	(l) The capital structure of Intrepid is accurately reflected in Schedule 3; and	(m) To the best of its knowledge and belief at the date of execution of this Deed,	Intrepid's projected cashflow model for the period ending 31 March 2008,	gives a true and fair view of the projected cashflow for Intrepid for such	period.	Emperor representations and warranties	Emperor represents and warrants to Intrepid that:	(a) the execution and delivery of this Deed has been properly authorised by all	necessary corporate action of Emperor;	(b) Emperor has full corporate power and lawful authority to execute and deliver this Deed and to perform or cause to be performed its obligations under this	Deed;	(c) the Emperor Due Diligence Information is true and accurate in all material	respects as at the date at which it was provided to Intrepid and Emperor has	not knowingly or recklessly:	(i) omitted to disclose information to Intrepid, the disclosure of which might reasonably be expected to have resulted in Intrepid not	entering into this Deed, or entering into it on materially different	terms, including any information as to the existence of any	Liabilities;	(ii) omitted anything from the Emperor Due Diligence Information such as to make any part of that information materially false or	misleading; or	(iii) included anything materially false or misleading in the Emperor Due Diligence Information.	Page 32
																							10.2

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Definition	Any reference in this clause 11 to a term defined or used in the_A New Tax System_	_(Goods and Services Tax) Act_1999 (Cth) is, unless the context indicates otherwise, a		Public Announcements and confidentiality	(a) Subject to clause 3, each of the parties will procure that neither it nor any of	its Related Bodies Corporate will make any public announcement or other	disclosure to any person in relation to this Deed, the transactions	connection with this Deed, unless it first consults with and obtains the agreement in writing of the other party, provided that:	(i) after that consultation, no party will be entitled to withhold	agreement in the case of a public announcement or notification	where and to the extent that the same is required by law or the	Listing Rules; and	(ii) a party will be entitled to make disclosures to the directors, secretary, professional advisers and bankers of that party and its	Related Body Corporate so long as the parties use all reasonable endeavours to ensure that the matters disclosed are kept	Related Body Corporate so long as the parties use all reasonable endeavours to ensure that the matters disclosed are kept	confidential.	(b) If this Deed is rescinded or terminated, the parties will cease using and return to each other all information and documents disclosed or provided to	(b) If this Deed is rescinded or terminated, the parties will cease using and return to each other all information and documents disclosed or provided to	each other or to any Related Body Corporate of either party or to the	Body Corporate in connection with this Deed.		General	Governing Law and Jurisdiction	This Deed is governed by the laws of Queensland, Australia. Each party irrevocably	submits to the jurisdiction of the Courts of Queensland, Australia and courts	Severability	Any provision of this Deed which is illegal, void or unenforceable shall be severed	without prejudice to the balance of the provisions hereof.	Operation of indemnities		expiry or termination of this Deed.	(b) A party may recover a payment under an indemnity in this Deed before it	makes the payment in respect of which the indemnity is given.			Page 35
11.4				12.																		13.	13.1			13.2			13.3
(c) as at 8.00am on the Second Court Date; and	(d) at any other date at which the representation and warranty is expressed to	be given.	Indemnity by Emperor	Emperor indemnifies Intrepid, its directors, officers and employees against any loss or	claim arising from or in connection with a breach of the representation and warranty in clause 10.2 provided that any claim for indemnification is notified to Emperor within 1	month of the earlier to occur of the date on which this Deed is terminated in	accordance with its terms or the Effective Date.	Indemnity by Intrepid	Intrepid indemnifies Emperor, its directors, officers and employees against any loss or claim arising from or in connection with a breach of the representation and warranty in	clause 10.1 provided that any claim for indemnification is notified to Intrepid within 1	month of the earlier to occur of the date on which this Deed is terminated in	accordance with its terms or the Effective Date.	Release	(a) Subject to section 199A of the Corporations Act and clause 10.7(b), no	director, officer or employee of a party is liable for anything done or	purported to be done in connection with Implementation.	(b) Clause 10.7(a) does not exclude a director, officer or employee from any	liability which may arise from wilful misconduct or a grossly negligent act or	omission on the part of the person.	(c) Each party receives and holds the benefit of this release, to the extent that it	relates to its directors, officers and employees as agent for them.		GST	GST payable in addition to consideration for taxable supplies	A recipient of a taxable supply made under or in connection with this Deed must:	(a) pay to the supplier, in addition to the consideration for the taxable supply. an amount equal to any GST paid or payable by the supplier in respect of the	taxable supply, without deduction or set-off of any other amount; and	(b) make the payment either when the consideration for the taxable supply is	payable, or upon demand.	Tax Invoice	The supplier must issue a tax invoice to the recipient for any supply for which the	supplier may recover GST from the recipient under or in connection with this Deed.	Consideration exclusive of GST	Any consideration or payment obligation in this Deed is exclusive of GST unless	stated otherwise.	Page 34
			10.5					10.6					10.7										11.	11.1						11.2			11.3

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	12 October 2007	15 October 2007	16 October 2007	2 November 2007	9 November 2007	9 November 2007	12 December 2007	13 December 2007	17 December 2007	18 December 2007	24 December 2007	2 January 2008
Date
Event	Complete Draft Scheme Booklet	Lodge Scheme Booklet with ASIC for review	Application in respect of the court hearing to be held on the First Court Date, filed with the court, served on ASIC and delivered to ASX	First Court Date	Printing and despatch of Intrepid meeting materials (subject to, if appropriate, receipt of regulatory approval of Intrepid meeting materials)	Printing and despatch of Scheme Booklet	Intrepid general meeting to obtain Intrepid Shareholder Approval held	Scheme Meeting held	Second Court Date	Lodge court order with ASIC (Effective Date)	Record Date	Implementation Date

Complete Draft Scheme Booklet	Lodge Scheme Booklet with ASIC	Application in respect of the court Date, filed with the court, served o	First Court Date	Printing and despatch of Intrepid appropriate, receipt of regulatory a
	Joint Venture Interest Sale Deed - Procurement Deed Emperor and Barrick Gold Corporation	Joint Venture Interest Sale Deed between DRD (Porgera) Limited, Emperor, Barrick (Niugini) Limited and Barrick Gold Corporation	Subscription Agreement between Emperor and Barrick Gold Corporation	Documentation for the sale of Vatukoula Gold Mine including the Share Sale Agreement between Westech Pty Ltd and Emperor Mines Limited (as varied by letter dated 28 March 2007).
Material Contract
No	1	2	3	4

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Date	Draft	Draft	Draft	Draft
Services provided	Contract underground mining services	Contract crushing services	Power generation and distribution	Camp infrastructure and services
Name of Document	Paulsens Underground Mining Contract Agreement	Crushing Plant – Build and Operate Contract	Power Station and Distribution Facility Form of Agreement	Camp Build, Own and Transfer and Catering, Janitorial and Grounds Maintenance Services Form of Agreement
Parties	Barminco Limited and Intrepid Mines Limited	Roche Mining (JR) Pty Ltd and Intrepid Mines Limited	Powerwest and Intrepid Mines Limited	Compass Group (Australia) Pty Ltd and Intrepid Mines Limited
No	1	2	3	4

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Company Secretary Level 2, 34 Colin Street West Perth WA 6005 (08) 9346 0001
in writing; addressed as shown below: Intrepid Attention: Address: Fax No: signed by the person making the communication or (on its behalf) by the solicitor for, or by any attorney, director, secretary, or authorised agent of, that person. left at the address set out for referred to in clause 6.1(b) of this deed poll; sent by prepaid ordinary post (airmail if appropriate) to the address set out in clause 6.1(b) of this deed poll; sent by fax to the fax number set out or referred to in clause 6.1(b) of this deed poll; or given in any other way permitted by law.
NOTICES Form Any communications in connection with this deed poll must be: (a) (b) (c) Delivery They must be: (a) (b) (c) (d) However, if the intended recipient has notified a changed postal address or changed fax number, then the communication must be to that address or number. When effective They take effect from the time they are received unless a later time is specified. Receipt - postal If sent by post, they are taken to be received three days after posting (or seven days after posting if sent to or from a place outside Australia). Receipt – fax If sent by fax, they are taken to be received at the time shown in the transmission report as the time that the whole fax was sent.
6. 6.1 6.2 6.3 6.4 6.5
own its property and to carry on its business; and enter into this deed poll and to carry out the transactions that this deed poll contemplates;
provide or procure the provision of the Scheme Consideration to each Scheme Participant in accordance with the Scheme; enter the name of each Scheme Participant on the register of members of Intrepid in respect of the aggregate number of New Intrepid Shares to be provided to each Scheme Participant as consideration for all of his or her Emperor Shares in accordance with the Scheme; and send or procure the dispatch to each Scheme Participant by pre-paid post to his or her address recorded in the Register at the Record Date, a holding statement in the name of that Scheme Participant representing the total number of New Intrepid Shares to be issued to that Scheme Participant in accordance with the Scheme. it is a company limited by shares under the Corporations Act; it has full legal capacity and power to: (i) (ii) it has taken all corporate action that is necessary or desirable to authorise its entry into this deed poll and its carrying out the transactions this deed poll contemplates; and this deed poll constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditor's rights generally) subject to any necessary stamping. Intrepid has completely performed its obligations under this deed poll; or the earlier termination of this deed poll under clause 2.2.
PAYMENT OF SCHEME CONSIDERATION Subject to clause 2, in consideration of the transfer to Intrepid of each Emperor Share held by a Scheme Participant under the terms of the Scheme, Intrepid will, on the Implementation Date: (a) (b) (c) INTREPID WARRANTIES Intrepid represents and warrants that: (a) (b) (c) (d) CONTINUING OBLIGATIONS This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until: (a) (b)
3. 4. 5.
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ABN 61 007 508 787
and
between
SCHEME
ANNEXURE B
at the Record Date
Emperor Mines Limited
(as varied by a deed of variation dated 5 December 2007 amending the MID)
Scheme of Arrangement
The holders of fully paid ordinary shares issued in Emperor Mines Limited as
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Deed Poll	Intrepid has executed the Deed Poll in favour of the Scheme Participants pursuant to which	it has covenanted to carry out its obligations under the Scheme,including to pay the	Scheme.	CONDITIONS PRECEDENT		Conditions precedent to the Scheme	Implementation Deed having been satisfied or waived in accordance with the terms of the	Merger Implementation Deed, which conditions precedent include the Court approving the Scheme in accordance with section 411(4)(b) of the Corporations Act, and any other	conditions made or required by the Court under section 411(6) of the Corporations Act	being satisfied.	Satisfaction of conditions		The satisfaction or waiver of each condition referred to in clause 2.1 is a condition	precedent to the binding effect of the provisions of clause 3, 4, and 7.	Certificate		Emperor and Intrepid will each provide to the Court before or at the Second Court Hearing,	a certificate or such other evidence as the Court requests, confirming whether or not all the	conditions precedent in the Merger Implementation Deed (other than in relation to the	Scheme being approved by the Court pursuant to section 411(4)(b) of the Corporations	Act) have been satisfied or waived.	Conclusive evidence	The giving of a certificate by each of Emperor and Intrepid in accordance with clause 2.3	will, in the absence of a manifest error, be conclusive evidence of the satisfaction or waiver of the conditions precedent referred to in the certificate.	will, in the absence of a manifest error, be conclusive evidence of the satisfaction or waiver of the conditions precedent referred to in the certificate.	End Date	The Scheme will lapse and be of no further effect if the Effective Date has not occurred on	or before the End Date.		THE SCHEME		Emperor to lodge Court order with ASIC	Following the approval of the Scheme by the Court in accordance with section 411(4)(b) of	411(10) of the Corporations Act an office copy of the Court order approving the Scheme.
1.5				2.		2.1					2.2				2.3							2.4				2.5				3.		3.1
SCHEME OF ARRANGEMENT	pursuant to section 411 of the Corporations Act	between	Emperor Mines LimitedABN 61 007 508 787 (Emperor)	and	the holders of fully paid ordinary shares in Emperor as at the Record Date		PRELIMINARY	Emperor	Emperor is a public company incorporated in Australia. It is registered in New South	Wales and is a company limited by shares. It has its registered office at Level 1, 490	Upper Edward Street, Spring Hill, Queensland 4004. Emperor Shares are quoted on the	official list of ASX. As at the date of this Scheme, 1,046,005,621 of Emperor Shares were	on issue.	Intrepid		Intrepid is a public company incorporated in Australia. It is registered in Western Australia	and is a company limited by shares. It has its registered office at Level 2, 34 Colin Street,	West Perth, Western Australia 6005. Intrepid Shares are quoted on the official list of ASX	and TSX and Exchangeable Shares are quoted on the official list of TSX. As at the date of	this Scheme, [number] of Intrepid Shares and [number] of Exchangeable Shares were on	issue.	What happens if Scheme becomes Effective	If the Scheme becomes Effective then:	(a) in consideration of the transfer of each Emperor Share to Intrepid, Intrepid will	provide, or procure the provision of, the Scheme Consideration to Scheme	Participants in accordance with the terms of this Scheme;	(b) Emperor will enter the name of Intrepid in the Register in respect of all of the	Emperor Shares transferred to Intrepid in accordance with the terms of the Scheme;	and		(c) all of the Emperor Shares held by the Scheme Participants will be transferred to	Intrepid and Emperor will become a wholly owned subsidiary of Intrepid.	Merger Implementation Deed	Intrepid and Emperor have agreed, by entering into the Merger Implementation Deed, to	implement the terms of the Scheme and to perform their respective obligations under the	Scheme.
							1.	1.1						1.2								1.3											1.4

Schedule A - Merger Implementation Deed | Page 128

Emperor undertakes in favour of each Scheme Participant that it will appoint the Chairman	representative in accordance with clause 3.6(a).		Appointment of Emperor as sole attorney and agent		Emperor and each of the directors and officers of Emperor, jointly and severally, as the	Scheme Participant's attorney and agent for the purpose of:	(a) in the case of Emperor Shares in a CHESS holding:		Settlement Rules so as to transfer the Emperor Shares held by the Scheme	Participant from the CHESS subregister of Emperor to the issuer sponsored	subregister operated by Emperor notwithstanding that, at the time of such	transfer, Intrepid has not provided the Scheme Consideration which is due	under this Scheme to the Scheme Participants; and		of transfer of Emperor Shares;		operated by the Registry, completing and signing on behalf of Scheme Participants	any required form of transfer; and	(c) in all cases, executing any document (including any other instrument of transfer	necessary to give effect to the registration of Intrepid as the holder of all the	Emperor Shares held by the Scheme Participants) or doing any other act necessary	or desirable to give full effect to the Scheme and the transactions contemplated by it (including enforcement of the Deed Poll against Intrepid).	SCHEME CONSIDERATION	Scheme Consideration	On the Implementation Date and subject to clause 4.5, in consideration of the transfer of	the Emperor Shares to Intrepid, Intrepid must allot and issue to each Scheme Participant 1	New Intrepid Shares for every 4.25 Emperor Shares held by each Scheme Participant at the	Provision of New Intrepid Shares as Scheme Consideration	Subject to clause 4.5, the obligation of Intrepid to procure the allotment and issue of the	Subject to clause 4.5, the obligation of Intrepid to procure the allotment and issue of the	New Intrepid Shares pursuant to clause 4.1 will be satisfied by Intrepid, on the	Implementation Date:	(a) entering the name of each Scheme Participant in the Intrepid share register in	respect of the New Intrepid Shares which that Scheme Participant is entitled to receive under the Scheme; and	respect of the New Intrepid Shares which that Scheme Participant is entitled to receive under the Scheme; and
			3.7																				4.	4.1				4.2
Scheme effective on Effective Date	The Court order referred to in clause 3.1 is taken to have effect, and the Scheme comes into	effect, on the Effective Date.		Transfer of Emperor Shares held by Scheme Participants	On the Implementation Date:	(a) the Emperor Shares held by Scheme Participants, together with all rights and	entitlements attaching to them as at that date, will be transferred to Intrepid without	the need for any further acts by Scheme Participants;	(b) to transfer all of the Emperor Shares held by Scheme Participants to Intrepid,	Emperor will either effect a valid transfer or transfers of the Emperor Shares under	section 1074D of the Corporations Act or deliver to Intrepid duly completed and	executed share transfer forms (or a master transfer form) in accordance with section	1071B of the Corporations Act and Intrepid will execute and deliver those share	transfer form(s) to Emperor; and	(c) Emperor will enter the name of Intrepid in the Register in respect of all the Emperor	Shares transferred to Intrepid in accordance with the terms of the Scheme.	Agreement by Scheme Participants	The Scheme Participants agree to the transfer of all of their Emperor Shares to Intrepid in	accordance with the terms of the Scheme. The Scheme Participants will accept the New	Intrepid Shares issued by way of Scheme Consideration subject to the Intrepid Constitution	and agree to be bound by the Intrepid Constitution.	Emperor Shares transferred free from encumbrance	The Emperor Shares transferred to Intrepid under the Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind,	whether legal or otherwise.	Appointment of Intrepid as sole proxy	From the Effective Date until Emperor registers Intrepid as the holder of all the Emperor	Shares in the Register, each Scheme Participant:	(a) is deemed to have appointed Emperor as attorney and agent (and directed Emperor in such capacity) to appoint the Chairman of Intrepid as its sole proxy and where	applicable, corporate representative, to attend shareholders meetings, exercise the	votes attaching to Emperor Shares registered in its name and sign any shareholders	resolution, and no Scheme Participant may itself attend or vote at any of those	meetings or sign any resolutions, whether in person, by proxy or by corporate	representative (other than pursuant to this clause 3.6(a)); and	(b) must take all other actions in the capacity of the registered holder of Emperor	Shares as Intrepid directs.
3.2				3.3													3.4					3.5			3.6

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Schedule A - Merger Implementation Deed | Page 130

Scheme Participants details		Emperor must procure that by 9:00am on the Implementation Date, details of the names,	in the Register at the Record Date are available to Intrepid in such form as Intrepid may	reasonably require.		QUOTATION OF SHARES		Suspension of trading in Emperor Shares		close of trading in marketable securities on ASX on the Effective Date.		Termination from official quotation of Emperor Shares		Emperor will apply for termination of the official quotation of Emperor Shares on ASX	and the removal of Emperor from the official list of ASX with effect from the Business	registered by Emperor in accordance with this Scheme.		Intrepid beneficially entitled to Scheme Shares	Intrepid will be beneficially entitled to the Scheme Shares transferred to it under the	Register as the holder of the Scheme Shares.		Quotation of New Intrepid Shares		will request that those shares be quoted on a deferred settlement basis as soon as	practicable after the Effective Date in accordance with ASX and TSX requirements and on		GENERAL PROVISIONS		Emperor and Scheme Participants bound		The Scheme binds Emperor and all Scheme Participants and will, for all purposes, have		Emperor giving effect to the Scheme		Emperor will execute all documents and do all things that are necessary, expedient or	incidental to give full effect to the Scheme and the transactions contemplated by it.	Appointment of attorney	Each Scheme Participant, without the need for any further act, irrevocably appoints
6.6						7.		7.1				7.2						7.3				7.4					8.		8.1				8.2				8.3
(ii) any payables and accrued liabilities and a provision for contingent	liabilities, if any, associated with Tolukuma which remain with Emperor as	at the date of unconditional completion of the Sale of Tolukuma; and	(iii) any holding costs (by way of cash out flows) between the Business Day	prior to the Second Court Date and the date on which the Sale of Tolukuma	is unconditionally completed which are in excess of $1 million.		DEALINGS IN EMPEROR SHARES		Determination of Scheme Participants	To establish the persons who are Scheme Participants, dealings in Emperor Shares will	only be recognised if:		(a) in the case of dealings of the type to be effected using CHESS, the transferee is	registered in the Register as the holder of the Emperor Shares at or before the	Record Date; and	(b) in all other cases, registrable transfers or transmission applications or transfers in	registrable form in respect of those dealings are received at the Registry at or before	the Record Date.	Emperor to register transfer and transmission applications	Emperor will register registrable transfers or transmission applications of the kind referred	to in clause 6.1(b) by, or as soon as practicable after, the Record Date.		Transfers received after Record Date not recognised	Emperor will not accept for registration, nor recognise for any purpose, any transfer or	transmission application in respect of Scheme Shares received after the Record Date.	Emperor to maintain Register to determine entitlements		In order to determine entitlements to the Scheme Consideration, Emperor will maintain, or	procure the maintenance of, the Register in accordance with this clause 5 until the Scheme	Consideration has been paid to Scheme Participants and the Register in this form will	solely determine entitlements to the Scheme Consideration.	Effects of the Record Date		All holding statements for Emperor Shares (other than statements of holding in favour of	Intrepid) will cease to have any effect from the Record Date as documents of title in respect	of those Emperor Shares. As from the Record Date, each entry current at that date on the	Register relating to Emperor Shares will cease to be of any effect other than as evidence of entitlement to the Scheme Consideration in respect of the Emperor Shares relating to that	entry.
							6.		6.1										6.2				6.3			6.4						6.5

Schedule A - Merger Implementation Deed | Page 131

CHESSmeans the clearing house electronic subregister system, which facilitates	electronic security transfer in Australia.		Corporations Actmeans the_Corporations Act 2001_(Cth).	Courtmeans the Brisbane Registry of the Federal Court of Australia.	Deed Pollmeans the deed poll executed by Intrepid in favour of Emperor Shareholders		dated [date].	Effective Datemeans the date on which the Scheme comes into effect, pursuant to section	411(10) of the Corporations Act, of the order of the Court made under sections 411(4)(b)	and 411(6) of the Corporations Act in relation to the Scheme, but in any event at no time	before an office copy of the order of the Court is lodged with ASIC.		Emperor Constitutionmeans the Emperor Constitution as amended from time to time.		Emperor Sharemeans each fully paid ordinary share in the capital of Emperor.		Emperor Shareholdermeans each person who is registered in the Register as a holder of	Emperor Shares.	End Datemeans 31 March 2008, or such other date agreed in writing between Emperor	and Intrepid.	Exchangeable Sharesmeans exchangeable shares of Intrepid NuStar Exchange	Corporation, a subsidiary of Intrepid, each such exchangeable share being broadly the	economic equivalent of, and indirectly having rights to vote at Intrepid meetings as if they	were, an Intrepid Share (having been issued to Canadian former shareholders of Intrepid	Minerals Corporation who elected to defer capital gains tax consequences of the July 2006	merger between Intrepid Minerals Corporation and NuStar Mining Corporation Limited).		Explanatory Statementmeans the explanatory statement of Emperor in relation to the	Scheme issued pursuant to section 412 of the Corporations Act which has been registered	with ASIC.	Implementationmeans the implementation of the Scheme, on it becoming effective under	section 411(10).	Implementation Datemeans the date which is 3 Business Days after the Record Date, or	such other date as is ordered by the Court.	Ineligible Overseas Shareholdersmeans Emperor Shareholders with a registered address	Ineligible Overseas Shareholdersmeans Emperor Shareholders with a registered address	in a jurisdiction other than Australia (and its external territories) and New Zealand, but	does not include Emperor Shareholders with a registered address in certain other	jurisdictions where Emperor and Intrepid have determined that such persons can be offered	and issued with New Intrepid Shares without Emperor or Intrepid having to comply with	any conditions or additional disclosure requirements.	any conditions or additional disclosure requirements.	Intrepid Constitutionmeans the Intrepid Constitution as amended from time to time.	Intrepidmeans Intrepid Mines Limited ABN 11 060 156 452.	Page 63
for the purposes of section 1071B of the Corporations Act (which may be a master transfer	of all the Emperor Shares held by Scheme Participants) and any instrument appointing the	Chairman of Intrepid as sole proxy for or, where applicable, corporate representative of	each Scheme Participant as contemplated by clause 3.6.	Authority	Each of the Scheme Participants consent to Emperor doing all things necessary or		incidental to the implementation of the Scheme.	Alteration and conditions to the Scheme		Emperor may, with the consent of Intrepid (which consent will not be unreasonably	withheld or delayed), by its counsel consent on behalf of all Scheme Participants to any	modifications or conditions which the Court thinks fit to impose.		Notices		Where a notice, transfer, transmission application, direction or other communication	referred to in the Scheme is sent by post to Emperor, it will not be deemed to have been	received in the ordinary course of post or on a date other than the date (if any) on which it	is actually received at Emperor's registered office or at the Registry.	Costs and stamp duty	Intrepid will pay all stamp duty and any related fines, penalties and other costs in respect of	the Scheme (including in connection with the transfer of the Scheme Shares to Intrepid) in	accordance with the terms of the Scheme.		Governing law		This Scheme is governed by the law of Queensland. The parties submit to the non-	exclusive jurisdiction of the courts in Queensland.		DEFINITIONS AND INTERPRETATION	Definitions	The following definitions apply in this document:	ASICmeans the Australian Securities and Investments Commission.		ASTCmeans the ASX Settlement and Transfer Corporation Pty Limited ABN 49 008 504	532.		ASTC Settlement Rulesmeans the operating rules of the ASTC.		ASXmeans the Australian Securities Exchange or ASX Limited ABN 98 008 624 691, as		the context requires.	ASX Listing Rulesmeans the listing rules of ASX.	Business Daymeans a business day as defined in the ASX Listing Rules.	Page 62
				8.4				8.5						8.6						8.7					8.8					9.	9.1

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SCHEDULE B

EMPEROR FINANCIAL INFORMATION

Audited financial statements for the year ended June 30, 2007 (with comparative information for June 30, 2006), the audited financial statements for the year ended June 30, 2006 (with comparative information for June 30, 2005) and the unaudited financial statements for the three months ended September 30, 2007

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1 1 1 2 2 6 6 7 7 8 10 18 19
Page 10-18
Brad Gordon, Chief Executive Officer (appointed 26 April 2006) Geoffrey Campbell, Non-Executive Chairman (appointed 26 June 2006) Robert McDonald, Non-Executive (appointed 6 April 2006) John Sayers, Non-Executive (appointed 10 November 2006) Ian McMaster, Non-Executive (appointed 8 June 2007) Clyde Moore, Chief Financial Officer (resigned 20 November 2006) Ilja Graulich, Non-Executive (resigned 8 February 2007)
Contents of directors’ report 1. Directors 2. Company Secretary 3. Principal activities 4. Dividends 5. Operational and financial review 6. Environmental regulations 7. Events subsequent to reporting date 8. Likely developments 9. Indemnification and insurance of officers and auditors 10. Information on directors 11. Directors’ meetings 12. Remuneration report 13. Non-audit services 14. Rounding of amounts
Emperor Mines Limited Directors' report The directors present their report together with the financial report of Emperor Mines Limited (the Company or Emperor) and of the Group, being the Company, its subsidiaries it controlled at the end of, or during, the year ended 30 June 2007 and the auditors report thereon. Directors The following persons were directors of Emperor Mines Limited during the financial year and up to the date of this report: � � � � � The following persons were directors of Emperor Mines Limited during the financial year until their resignation date: � � Company Secretary The General Counsel and Company Secretary is Ms Vanessa Chidrawi (B Com LLB). Ms Chidrawi had 12 years' private practice experience in commercial law and litigation, practising for her own account in Johannesburg. Prior to joining Emperor in May 2006 as General Counsel, and later Company Secretary, Vanessa project-managed Emperor's acquisition of DRD Gold’s PNG assets. Principal activities The principal continuing activities of the consolidated entity during the year consisted of gold exploration, development and mining. As at the date of this report the consolidated entity operates the Tolukuma gold mine from which production of gold bullion results.
Page 1-19 20-25 26 27 28 30 32-86 87 88-89 90
Emperor Mines Limited ABN 61 007 508 787 Financial Report - 30 June 2007 Contents Directors' report Corporate governance statement Income statements Balance sheets Statements of changes in equity Cash flow statements Notes to the financial statements Directors' declaration Independent audit report to the members Auditor’s independence declaration
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Emperor Mines Limited ABN 61 007 508 787 Financial Report - 30 June 2007
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Schedule B - Emperor Financial Information | Page 145

Emperor Mines Limited	Directors' report (continued)	At the time, Run Of Mine (ROM) stocks were nil and a decision was made to shut the mill down temporarily	At the time, Run Of Mine (ROM) stocks were nil and a decision was made to shut the mill down temporarily	until sufficient ROM stocks and ore flows could be produced to sustain milling operations. The mill	until sufficient ROM stocks and ore flows could be produced to sustain milling operations. The mill	recommenced operations on 2 September 2006 and ROM stocks have since been maintained in excess of 600	tonnes of ore.	Gold flows from underground during September 2006 were from development headings in Zine 1515 North and South and Zine 1535 South and old gold recovered from the P5 and P2 decline areas. Surface stocks of low grade ore supplemented underground ore flows to maintain the mill profile. Late in September 2006, small tonnages of pre drilled ore in a D2 1385 stope were fired and bogged to surface.	Tragically, a helicopter chartered by the Tolukuma mine carrying two mine employees crashed on 20 October 2006 while transporting the body of a deceased senior village man back to his village for customary reasons. A	member of the deceased’s family was also on board, together with the pilot, an employee of Heli-Niugini. Tragically, there were no survivors.	Production was also impacted by the shutdown of the SAG mill on 25 November 2006 after the discovery of serious damage to part of the mine’s SAG mill. The mill remained shut down until 8 December 2006 when essential repairs were completed.	A failure of the hydro power generation penstock pipe in February 2007 resulted in a plant shutdown for a	period of 10 days. This was followed by an industrial dispute in April 2007 which lead to a loss of production for a further 5 days.	Production for January to June 2007 was from Zine 1690 to 1570 levels as well as from Tinabar 1665 to 1505 levels. Production activity recommenced in Gulbadi in June 2007 after critical work on the safety systems and ventilation systems was completed.	The major impediment to production throughout the year was the inability of the underground mine to deliver	sufficient quantities of high grade ore to maintain mill capacity. This was initially due to the strong safety standards implemented at the mine with the suspension of Gulbadi but continued due to the cash flow and inventory crisis which occurred from December 2006 to May 2007. As a result of this, much of the mill feed for the year was sourced from low grade surface stockpiles.	The loss for the year was $41.5 million (2006:$17.4 million) including impairment on non current assets of $11.5 million.	Despite numerous operational difficulties, by year end significant advances had been made to restore Tolukuma to an acceptable standard, forming the basis for improvement in the coming year.	Porgera	Production during the period was impacted by unplanned mill downtime, suspension of mining in the mini-pit to allow construction of the lower buttress, unseasonably high rainfall and the Hides power interruptions from	lightning strikes in early December 2006, with production returning to normal levels by the end of the March 2007 quarter. Low grade long term stockpiles and lower grades from the pit resulted in lower than expected gold feed grades; however this was partly offset by higher grade open pit and underground ore for the period.	In April 2007, Emperor announced the sale of its 20% interest in the Porgera Joint Venture to Barrick Gold	Corporation. Total consideration for the transaction was US$250 million plus an additional adjustment amount (being US$37,671 per day payable by Barrick between 1 April 2007 and the settlement date) payable in cash.	The effective date of the transaction was 1 April 2007.	On 20 June 2007 Emperor announced that following negotiations with Barrick, Mineral Resources Enga Limited, the third joint venture partner in the Porgera Joint Venture, had waived its pre-emptive rights under the Porgera Joint Venture agreement to purchase a portion of the PJV interest, thus satisfying one of the key conditions precedent to the completion of the sale to Barrick.	The sale was approved by DRD Gold shareholders and Emperor shareholders at the general meetings held on	27 July and 30 July 2007 respectively. The transaction was subsequently completed on 17 August 2007 and is	further discussed in the events subsequent to balance date note.	- 3 -
Emperor Mines Limited	Directors' report (continued)	Dividends - Emperor Mines Limited			No dividend was recommended by the Company and no dividends have been paid or declared by the	Company during or since the end of the financial year.	Operational and financial review	Emperor’s production for the 12 months to June 2007 was 142,661 ounces. This was made up of 26,910 ounces from Vatukoula Gold Mine, Fiji (100% interest) until its closure on 5thDecember 2006 (including gold in circuit ounces realised), 44,181 ounces from Tolukuma Gold Mine (“TGM”), PNG (100% interest) and 71,570 ounces from the Porgera Joint Venture (“PJV”), PNG (20% interest) until its effective sale date of 1 April 2007.	The loss for the 12 months ended 30 June 2007 was $237 million (2006: $27 million) including discontinued operations loss of $195 million for the Vatukoula operation.	Vatukoula	Production at the Vatukoula mine was impacted by a serious incident involving a mine shaft conveyance occurring in the Philip Shaft on the evening of 16 October 2006 when an empty skip-cage fell down the Philip Shaft during annual maintenance, causing damage to the surface winder mechanism. No serious injuries occurred as safety procedures were followed. The Philip Shaft was reopened for production on 16 November	2006.	An extensive three month review of the Vatukoula mine was completed in early December 2006 following the arrival of the new management team in August 2006. The results of the review concluded that continuation of	the current mine plan was no longer economically viable with the recommendation to immediately cease all current mining and milling activities and to embark upon a thorough and exhaustive exploration program. This was envisaged to take 12 to 18 months followed by the completion of a bankable feasibility study inclusive of a detailed forward looking life of mine development and mining plan. Hence on 5 December	2006 the mine was placed on care and maintenance.	The management of the Vatukoula mine had been communicating with the interim Fijian Government in relation to the future of the mine during December 2006, however on 6 January 2007, members of the military forces of Fiji, claiming to be acting under orders from senior commanders in Suva, entered parts of the Vatukoula mine. The management of the Vatukoula mine held meetings with members of the Fijian	Government in Suva to clarify the situation in which control of the operation was to be directed through military personnel. In the view of Emperor, the Vatukoula mine was no longer under it’s management control. After ongoing discussions with the Fijian Government, several conditions precedent and subsequent were	placed on Emperor in order for it to retain its mining and exploration rights. In Emperor’s view, these encumbrances were untenable and eliminated any economic benefit that could be derived through future exploration and therefore Emperor actively considered a divestment of the Fijian assets.	Emperor is currently seeking legal advice and is in discussion with its insurers on whether Emperor has a claim	for its investment in the Vatukoula mine under it’s political risk insurance (PRI) policy as a result of actions taken by the Fijian army.	In March 2007 Emperor announced that it had signed an agreement to sell all its Fijian assets, including the Vatukoula mine, to Westech Gold Pty Limited (“Westech”), a private company incorporated in Australia. Under the agreement, Emperor sold 100% of its shares in its Australian subsidiaries (Emperor Finance Ltd and	Emperor Australia Ltd) which in turn own the Fijian assets. The sale was completed on 28 March 2007.	Tolukuma	Gold production for the financial year was 44,181 ounces. Production was impacted by the suspension of	stoping operations in the D2 Decline-Gulbadi area on 31 August 2006 at the instruction of the new general manager in order to remediate potential safety issues. These issues included access to alternate underground mine egress, potential fire risks in air flow intake systems, and the absence of refuge chambers or fresh air bases in parts of this area. At the time that stoping operations were suspended in this area no alternative stoping blocks were accessible for production.				- 2 -

Schedule B - Emperor Financial Information | Page 146

Emperor Mines Limited	Directors' report (continued)	On ELs 580, 683 and 894, all of which surround the Tolukuma mine, geological mapping, stream sediment	On ELs 580, 683 and 894, all of which surround the Tolukuma mine, geological mapping, stream sediment	sampling, and soil sampling programs were completed on several prospects. Most results are still pending,	however on EL 894, work was undertaken to further define the area of confluence of the Tolukuma-Saki-Ijav	faults. This area is located approximately 13km SE of the Tolukuma mine, and 10km south of the Hoyu	prospect. Structures consistent with the Tolukuma-Saki-Ijav faults were confirmed on the ground and maximum	rock chip assays were 0.6g/tAu and 20g/tAg (assays completed at the TGM mine site laboratory). These	results are considered anomalous, and together with the identification of the key structures, justifies further	work in this area.		Considerable work has been completed at the Saki prospect. Saki is located approximately 3km east of the	Tolukuma mine and displays many features comparable with the Tolukuma vein array. Previous drilling in the	area has returned positive results including 1.59m @ 26g/t and 2.25m @ 7.1g/t in diamond drill holes. All	historical data has been compiled, additional stream sediment sampling completed (results not yet available),	and geological mapping and rock chip sampling completed. This work has resulted in a proposal to drill 8 holes	to test the deeper portions of the Saki system with the goal of delivering intersections comparable to those at	Tolukuma.	Exploration on the cluster of tenements located approximately 60km NE of the Tolukuma mine, and on the	north side of the Owen Stanley Range, was completed. On EL 1327 a 3 week program of mapping and rock	chip sampling was completed at the Aikora prospect and 73 samples were collected. Results have not yet been	returned. Results have been received from sampling undertaken last quarter on EL 1366. Of 21 samples the	highest Au grade was 1.16g/t (float sample) and separately the highest Ag grade was 69.1g/t (rock chip	sample). These assays were completed at the TGM mine site laboratory.		Assay results have also been received, compiled and interpreted from the Ipi River area on EL 1352. The Ipi	River prospect is located 60km NW of the Tolukuma mine and was explored for Cu-Au porphyry systems in the	1970s by CRA and again in the 1970s and 1990s by BHP. During the year Emperor undertook a follow-up	program comprising 458 soil samples and 312 rock chip samples and the results support historical findings. A	propylitic and phyllic altered diorite containing multiple vein arrays and breccia veins has been mapped over an	area of 1.5 x 1.5km. Soil samples contain up to 1.51g/tAu, and 938ppmCu, with anomalous Mo, Ag, and As.	Rock chip samples returned maximum values of 3.75g/tAu and 10.16%Cu from veins containing chalcopyrite,	chalcocite and pyrite.	These rock chip samples were also anomalous in Ag, Zn and As. A follow-up program at Ipi River is currently	being planned for late 2007.			Corporate		An extraordinary general meeting was held on Tuesday 29 August 2006 and shareholder approval was granted	for tranche 2 (comprised of 2.3 million shares placed to directors of Emperor) as part of the May 2006 placement	of 100 million shares at 40 cents per share to raise $40,000,000 before costs.		On 19 October 2006 Emperor finalised a US$10 million working capital facility with Emperor’s major	shareholder DRD Gold Limited, which was fully drawn as at balance date. DRD Gold Limited also provided a	further US$1 million advance in December 2006. Details of the terms of this facility are set out in Note 22 of the	financial statements.	On 10 November 2006 John Sayers was appointed a Non-Executive Director on the Emperor Board and was	appointed acting Chief Financial Officer on 20 November 2006 and resigned as acting Chief Financial Officer on 4	June 2007.	Clyde Moore resigned as a director and Chief Financial Officer of Emperor, effective 20 November 2006. On 12	February 2007, Emperor announced the resignation of Ilja Graulich as a non-executive director effective from 8	February 2007.			- 5 -
Emperor Mines Limited	Directors' report (continued)	Exploration			Mine exploration		Vatukoula		Underground exploration was concentrated on the Philip Shaft section which was the main focus of operations.	Exploration also continued to focus on the Basala project, testing for ore bodies in the footwall of Prince William	flatmake. This work had previously defined 2 new structures, the Prince William Footwall and Basala#1	flatmakes. With the month long shutdown of the Philip Shaft for repairs, and the subsequent closure of the	mine, exploration activities ceased.		Tolukuma		Exploration was focused on the continued delineation of the Zine structure and drilling in the Fundoot and	Kagam areas to the south of current mine activities.	*Zine drilling*		Exploration at Zine continued in an effort to define the lateral and vertical extent of mineralisation on the Zine	Mid zone and Zine South zone. Drilling was completed from both surface and underground and returned a	range of positive results.		The most encouraging result was in hole ZN093 (as reported on 27 March 2007) where a bonanza grade	intersection of 1.66m @ 204.08g/tAu and 63.2g/tAg was returned. This was followed up with hole ZN094, which	intersected the Zine structure approximately 70m above hole ZN093, and 30m below current development	drives, and returned 1.66m @ 63.58g/tAu and 257.3g/tAg. Compilation of data from adjacent drill holes has	defined an irregular zone of high grade intercepts of approximately 150m x 100m. These are very encouraging	results and are consistent with high grade assays from development drives above the drill hole intercepts.	Further drilling is continuing in this area.		Drilling is also being undertaken on the deeper sections of the Tinabar and Zine structures.	Porgera		Barrick Gold, operators of the mine, advised that work continued on modelling the Stage 6 data. The Porgera	Deeps drilling program continued with 2 holes, one being a re-drill that was again abandoned due to difficult	drilling conditions. A new reserve statement was released by Barrick in February 2007 which showed	Emperor’s 20% share of reserves in the Porgera JV increasing to 1.88 million ounces as at 31 December 2006.	Within other areas of the Special Ming Lease (“SML”), no field assessments were conducted on the target	areas previously identified. The targets identified were based on coincident geochemical and geophysical	anomalies in favorable litho structural positions within the Porgera Transfer Zone. Work continued on	interpretation of historical mapping data and the generation of a series of 1:2500 scale sections.		Regional exploration		Fiji	No regional exploration work was carried out in Fiji.		Papua New Guinea	Emperor maintains eleven exploration licences. A major technical review of all exploration tenements was	completed in the half year. The review has highlighted and ranked over 30 separate prospects with several key	prospects at an advanced stage requiring further exploration and drilling.	Field work was completed in several areas during the period however weather problems and the unavailability	of helicopters restricted the scope of work in the latter part of the year.	- 4 -

Schedule B - Emperor Financial Information | Page 147

Schedule B - Emperor Financial Information | Page 148

JOHN SAYERS	BA (Hons), CA (SA & UK)	Non-Executive Director	Public company directorships in last 3 years: � DRD Gold Limited	Special responsibilities: Nil	Particulars of Director's interests in shares and options of Emperor Mines Limited: Ordinary shares: Nil Options: Nil
ROBERT J MCDONALD	B Comm, MBA (Hons)	Independent Director	Public company directorships in last 3 years: � Scarborough Minerals PLC � Sedgman Limited	Special responsibilities: Member and Chairman of the Audit and Remuneration Committees	Particulars of Director's interests in shares and options of Emperor Mines Limited: Ordinary shares:100,000 Options:1,200,000
IAN MCMASTER		Independent Director	Public company directorships in last 3 years: � Nil	Special responsibilities: Member of the Audit and Remuneration Committees	Particulars of Director's interests in shares and options of Emperor Mines Limited: Ordinary shares: Nil Options: Nil
BRAD A GORDON	BSc (Min.Eng.) MBA	Chief Executive Officer, Executive Director	Public company directorships in last 3 years: � Nil	Special responsibilities: Chief Executive Officer	Particulars of Director's interests in shares and options of Emperor Mines Limited: Ordinary shares:1,000,000 Options:1,280,500 plus a further 1,000,000 options to be granted upon obtaining shareholder approval.
GEOFFREY CAMPBELL	BSc (Geology)	Chairman	Public company directorships in last 3 years: � DRD Gold Limited	Special responsibilities: Chairman of the Board of Directors and member of the Remuneration and Audit Committees	Particulars of Director's interests in shares and options of Emperor Mines Limited: Ordinary shares:500,000 Options:Nil

JOHN SAYERS	BA (Hons), CA (SA & UK)	Non-Executive Director	Experience	Mr Sayers was appointed Non- Executive Director on 10 November 2006. Mr Sayers is currently the Chief Executive Officer for DRD Gold Limited. He has almost 40 years’ financial experience, most recently as Financial Director of Nampak Limited, from 1996 to 2004, and as Financial Director of Altron Limited, from 1989 to 1996. Mr Sayers has a BSc (Hons) degree in Econometrics and Statistics, and is qualified as a Chartered Accountant in both England and South Africa.
ROBERT J MCDONALD	B Comm, MBA (Hons)	Independent Director	Experience	Mr McDonald was appointed on 6 April 2006. He is currently the Principal of the Minera Group and is a Non-Executive Director of Sedgman Limited. He was previously a Managing Director of NM Rothschild & Sons (Australia) Limited and a Principal of Resource Finance Corporate, and prior to that held various roles within the Rio Tinto Group. Mr McDonald has more than 30 years’ broad mining industry experience.
IAN MCMASTERAM	BE (Metallurgy) ME	Independent Director	Experience	Mr McMaster was appointed on 8 June 2007. Mr McMaster served as Chief Executive Officer of CSR Sugar from 1999 until 2006, and prior to that held various senior management roles over a 30 year career with BHP. He holds a Masters in Engineering awarded by the University of Newcastle, and was made an Honorary Fellow of the University of Wollongong in 1996.
BRAD A GORDON	BSc (Min.Eng.), MBA	Chief Executive Officer, Executive Director	Experience	Mr Gordon was appointed to the Board of Emperor Mines Limited on 26 April 2006. He has more than 10 years’ experience in senior management positions in the gold industry in Australia, PNG and Fiji. Most recently employed as Managing Director of Placer Dome Niugini Ltd and prior to that as General Manager of Porgera, Mr Gordon has also held General Manager or Operations Manager roles at Kalgoorlie West for Aurion Gold, Kanowna Belle for Delta Gold, Leonora for Sons of Gwalia and Vatukoula and Tuvatu for Emperor Mines Limited.
GEOFFREY CAMPBELL	BSc (Geology)	Chairman	Experience	Mr Campbell was appointed as Non-Executive Director and Chairman on 26 June 2006. A qualified geologist, Mr Campbell has worked on gold mines in Wales and Canada. He spent 15 years in the stockbroking and international funds management industry. During this time he had managed the Merrill Lynch Investment Managers’ Gold and General Fund, one of the largest gold mining investment funds. He was also research director for Merrill Lynch Investment Managers. Mr Campbell is Managing Director of Boatlaunch Limited, a Director of Oxford Abstracts, and the Non- Executive Chairman of DRD Gold Limited.

Schedule B - Emperor Financial Information | Page 149

- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.	- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.	- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.	- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.	- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.	- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.	- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.	- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.	- 10 - Full meetings of Directors Audit Committee Remuneration Committee A B A B A B G Campbell 18 19 3 3 2 2 B Gordon 19 19 R McDonald 19 19 3 3 2 2 J Sayers 14 14 1 1 I McMaster 2 2 - - - - CG Moore (resigned 20 November 2006) 5 5 2 2 I Graulich (resigned 8 February 2007) 8 11 A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year = Not a member of the relevant committee Remuneration report The remuneration report is set out under the following main headings: A: Principles used to determine the nature and amount of remuneration (audited) B: Details of remuneration (audited) C: Service agreements (audited) D: Share-based compensation (audited) E: Additional information (unaudited) The information provided under headings A-D includes remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section E are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited. A: Principles used to determine the nature and amount of remuneration (audited) The Remuneration Committee, consisting of a minimum of two Non-Executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and Non-Executive Directors. The objective of the Remuneration Committee is to ensure reward for performance is competitive and appropriate for the results delivered, with achievement of strategic objectives and the creation of value for shareholders and conforms with market best practice for delivery of reward. The Board (through the Remuneration Committee) ensures that executive rewards are appropriate on an industry practice basis, are structured to meet retention objectives, have reference to suitable production outcomes and satisfy the following criteria for good governance practices: � competitiveness and reasonableness; � acceptability to shareholders; � performance linkage alignment of executive compensation; � transparency; and � capital management. - 11 - The current Non-Executive Directors’ fees are determined within an aggregate directors’ fee limit, which was approved by shareholders in November 2006. The current maximum aggregate Non-Executive Directors’ fee limit stands at $450,000. Executive pay Executive remuneration is reviewed annually having regard to performance against mine-based production goals set at the start of the year, achievement of Key Performance Indicator (“KPI”) targets, relevant comparative information and independent expert advice. The executive pay and rewards has four components: � base pay and benefits comparable with industry standards and benchmarked against other mining companies within the region; � short-term performance incentives relating to mine performance – achievement of production outcomes (“KPIs”); � long-term incentives through participation in the Share-based compensation Emperor’s Employee Share Option Plan; and � other remuneration such as superannuation. The combination of these comprises the executives’ total remuneration. Base pay Base pay is structured as a total employment cost package which may be delivered as a mix of cash and salary sacrifice arrangement at the executive’s discretion. Base pay for senior executives is benchmarked against other mining companies within the region and is reviewed annually to ensure executives’ pay is competitive within the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases fixed in any senior executives’ contracts. Benefits Executives receive benefits that may include accommodation and associated utilities, insurances, annual family travel allowance, spouse education and car parking. Short-term incentives “KPIs” are measured by the Board for the Chief Executive Officer and by the Chief Executive Officer for other senior executives. KPIs are set annually and are structured to reflect the Board’s expectations regarding the performance of the Company and its operations and activities. Parent level executives’ KPIs are evaluated based on a number of factors including share price performance and achievement of budgeted total cash cost per ounce. KPIs at operations level are set by the Chief Executive Officer based on the Board’s expectations. Senior executives at operations level are evaluated against KPIs based on achievement of factors such as: � Gold production above budgeted levels; � Achievement of budgeted production cost; � Achievement of budgeted cash cost per ounce;and � Achievement of development above budgeted levels. No performance bonuses were paid during the June 2007 financial year. Emperor Mines Employee Share Option Plan* As part of the strategy to retain senior employees through long-term incentives, share options were issued to employees under the terms of the Emperor Mines Limited Employee Share Option Plan during the year. Information on the Emperor Mines Share Option Plan is set out in Note 44.
Remuneration Committee	B	2	*	2	*	-	*	*
	A	2	*	2	*	-	*	*
Audit Committee	B	3	*	3	1	-	2	*
	A	3	*	3	1	-	2	*
Full meetings of Directors	B	19	19	19	14	2	5	11
	A	18	19	19	14	2	5	8
		G Campbell	B Gordon	R McDonald	J Sayers	I McMaster	CG Moore (resigned 20 November 2006)	I Graulich (resigned 8 February 2007)

Schedule B - Emperor Financial Information | Page 150

					Value of	options as	proportion of	remuneration	%			- -	- - 100 100		18	10	3 1	-		3 1 2 - 2 3
					Proportion of	remuneration	performance	related	%			- -	- 48 - -		-	-	- 49	-		- - - - - -
						Total			$			347,200 209,958	203,375 665,440 78,000 1,248		156,962	188,908	308,324 1,050,291	314,626		325,252 200,315 136,190 294,255 178,932 170,152			4,829,428
			Share-based	payments		Options			$			- -	- - 78,000 1,248		27,744	18,588	8,227 11,977	-		8,433 1,632 2,669 - 3,746 4,682			166,946
			Post-employment	benefits		Super- Retirement	annuation benefits		$ $			7,200 240,000 4,125 150,000	3,375 150,000 - - - - - -		6,750 -	6,750 -	13,852 - - -	4,046 -		14,483 - 11,128 - 10,275 - 10,617 116,127 12,965 - 12,149 -			117,715 656,127								- 13 -
Emperor Mines Limited	Directors' report (continued)	B: Details of remuneration (audited) (continued)	2006 Short-term benefits		Name Cash	salary Cash Non-	and fees bonus monetary	benefits**	$ $ $		Non-Executive Directors	Jim Wall 100,000 - - Rob Willcocks 55,833 - -	David Ballhausen 50,000 - - Ian Murray 300,270 321,245 43,925 Robert McDonald - - - Ilja Graulich - - -	Executive Directors Brad Gordon* 108,333 - 14,135		Clyde Moore* 150,192 - 13,378	Richard Johnson 286,245 - - Mark Wellesley-Wood 521,454 516,860 -	Mike Marriott* 310,580 - -	Other key management personnel	Andre Labuschagne 302,336 - - Sailesh Solanki 187,555 - - Sandra Spencer* 123,246 - - Sean O’Connor 167,511 - - Cornel Parshotam 162,221 - - Greg Shay 152,021 - 1,300	Total compensation: key management personnel (consolidated) 2,977,797 838,105 72,738 * Denotes remuneration relating to the parent entity.				**Excludes Fringe benefit tax payable by the Company.
Emperor Mines Limited	Directors' report (continued)	B: Details of remuneration (audited)	Details of the nature and amount of each element of the emoluments of each director and each of the key management personnel of the consolidated entity receiving the highest emoluments for the year ended 30 June 2007 are set out in the following tables. 2007 Short-term benefits Post-employment benefits Share- based payments					Name Proportion of	Cash Cash Non- Super- Retireme- Terminati- Options Total remuneration Value of options	salary and bonus monetary annuation nt on performance as proportion of		fees $ $ benefits $ $ benefits $ benefits $ $ $ related % remuneration % Non-Executive Directors Geoffrey Campbell 163,385 - - 14,705 - - - 178,090 - - Robert McDonald* 89,333 - - 8,080 - - 156,000 253,413 - 62 Ian McMaster 5,733 - - 516 - - - 6,249 - - John Sayers - - - - - - - - - -		Former	Ilja Graulich* - - - - - - 6,240 6,240 - 100	Executive Directors Brad Gordon 400,000 - 128,376 36,000 - - 166,465 730,841 - 23 Former Clyde Moore 167,654 - 49,255 24,989 - 289,850 111,527 643,275 - 17			Key management personnel Brad Sampson 335,902 - 21,068 26,250 - - - 383,220 - - Brendan Gill 27,305 - 184 2,457 - - - 29,946 - - Frazer Bourchier 250,861 - 54,367 21,369 - - 39,000 365,597 - 11 Malcolm Norris 210,000 - 21,362 18,900 - - - 250,262 - - Vanessa Chidrawi 172,018 - 17,708 15,482 - - 27,833 233,041 - 12 Former			Andre Labuschagne * 75,380 - 184 1,750 - 218,946 16,865 313,125 - 5	Peter Du Plessis 245,621 - 6,021 - - 176,847 27,706 456,195 - 6 Richard Johnson* 122,954 - 1,075 3,737 - 199,281 24,681 351,728 - 7	Total compensation: key		management personnel	(consolidated) 2,266,146 - 299,600 174,235 - 884,924 576,317 4,201,222	*Denotes remuneration relating to the parent entity.	**Excludes fringe benefit tax payable by the Company	*** Includes fees paid from 6 April 2006 to 30 June 2006.	- 12 -

Schedule B - Emperor Financial Information | Page 151

Emperor Mines Limited	Directors' report (continued)	Directors' report (continued)	C: Service agreements (audited) (continued)	C: Service agreements (audited) (continued)	C: Service agreements (audited) (continued)				Malcolm Norris, General Manager Exploration	� Term of agreement – no fixed term commencing on 30 September 2006;	� Annual base salary, inclusive of superannuation, of $305,200;	� Non-cash benefits include accommodation, associated utilities and insurances;	� Change of control termination payment of 6 months’ notice, with immediate vesting of all share options;	� Attraction bonus of 300,000 share options; � If employment is terminated for operational reasons on or before 5 June 2008, termination payment	� Attraction bonus of 300,000 share options; � If employment is terminated for operational reasons on or before 5 June 2008, termination payment	of 6 months’ remuneration or payment as per redundancy policy, whichever is greater; and � Performance bonus determined by reference to performance targets.	Vanessa Chidrawi, General Counsel and Company Secretary � Term of agreement – no fixed term commencing on 1 May 2006; � Annual base salary, inclusive of superannuation, of $200,000; � Non-cash benefits include relocation benefits, accommodation, associated utilities, insurances; and � Change of control termination payment of 6 months’ notice, with immediate vesting of all share options or payment as per redundancy policy, whichever is greater;	Vanessa Chidrawi, General Counsel and Company Secretary � Term of agreement – no fixed term commencing on 1 May 2006; � Annual base salary, inclusive of superannuation, of $200,000; � Non-cash benefits include relocation benefits, accommodation, associated utilities, insurances; and � Change of control termination payment of 6 months’ notice, with immediate vesting of all share options or payment as per redundancy policy, whichever is greater;	� If employment is terminated for operational reasons on or before 5 June 2008, termination payment of 6 months’ remuneration or payment as per redundancy policy, whichever is greater; and	� If employment is terminated for operational reasons on or before 5 June 2008, termination payment of 6 months’ remuneration or payment as per redundancy policy, whichever is greater; and	� Performance bonus determined by reference to performance targets.	Key management personnel and directors that were key management personnel during the current financial year but not at the date of this report:	Clyde Moore, Chief Financial Officer	� Term of agreement – fixed term commencing 18 January 2006 and ending on 17 January 2008 as a	DRD Gold Australasia employee and was transferred to Emperor Mines on 8 September 2006.	Commenced as a Director of Emperor Mines on 20 February 2006 and ended 20 November 2006;	� Base annual salary, inclusive of superannuation of $359,700;	� Non-cash benefits include accommodation, associated utilities, insurances and car parking at place of employment;	� Non-cash benefits include accommodation, associated utilities, insurances and car parking at place of employment;	� Attraction bonus of 375,000 share options; � Change of control termination payment of 3 months’ notice and 12 months’ basic salary, with	� Attraction bonus of 375,000 share options; � Change of control termination payment of 3 months’ notice and 12 months’ basic salary, with	immediate vesting of all share options; and	� Termination payment of $289,850.		Andre Labuschagne, Acting Chief Operating Officer	� Term of agreement – previously employed by DRD Gold Limited, DRD Australasia, subsequently	transferred to Emperor Mines and ended on 31 July 2006;	� Base annual salary, inclusive of superannuation of $302,322 (including $45,000 acting allowance);	� Non-cash benefits include car parking at place of employment; and	� Termination payment of $218,946.	� Termination payment of $218,946.	Peter Du Plessis, Mining Technical Services Manager � Term of agreement – no fixed term commencing 1 June 1984 as a DRD Gold employee, transferred	to TGM on 15 May 2006 and ended on 28 February 2007;	� Base annual salary, inclusive of superannuation of $209,000;	� Non-cash benefits include insurances;	� Performance bonus determined by reference to performance targets; and � Termination payment of $176,847.	� Performance bonus determined by reference to performance targets; and � Termination payment of $176,847.	Richard Johnson, Vice President Exploration	� Term of agreement – no fixed term commencing 1 August 2005 as a DRD Gold Australasia	employee, transferred to Emperor Mines on 1 April 2006 and ended on 1 September 2006;	� Base annual salary, inclusive of superannuation of $271,521;	� Non-cash benefits include car parking at place on employment and insurances; and	� Termination payment of $199,281.	- 15 -
Emperor Mines Limited	Directors' report					C: Service agreements (audited)				Remuneration and other terms of employment for the Chief Executive Officer, Chief Financial Officer and the	other key management personnel are formalised in service agreements. Each of these agreements provide	for the provision of performance-related cash bonuses, other benefits including insurances and participation,	when eligible, in the Emperor Mines Limited Employee Share Option Plan. Other major provisions of the agreements relating to remuneration are set out below.		Executive directors	Brad Gordon, Chief Executive Officer � Term of agreement – fixed term commencing on 24 April 2006 and ending on 31 March 2009;	� Annual base salary, inclusive of superannuation, of $436,000;	� Non-cash benefits include rent free housing and associated utilities, insurances, annual family travel allowance and car parking at place of employment; � Change of control termination payment of 12 months’, with immediate vesting of all share options; � Termination by Board of 6 months’ notice or 6 months’ salary payment in lieu of notice; and � Performance bonus is determined by reference to KPIs set by the Board of Directors.		Key management personnel at the date of this report:	Brendan Gill, Chief Financial Officer	� Term of agreement – no fixed term commencing on 4 June 2007; � Annual base salary, inclusive of superannuation, of $375,000; � Non-cash benefits include car parking at place of employment, insurances;	� Change of control termination payment of 6 months’ notice, with immediate vesting of all share	options;	� If employment is terminated for operational reasons on or before 5 June 2008, termination payment	of 6 months’ remuneration or payment as per redundancy policy, whichever is greater; and	� Performance bonus determined by reference to performance targets.		Brad Sampson, General Manager Papua New Guinea	� Term of agreement – no fixed term commencing 23 August 2006;	� Annual base salary, inclusive of superannuation and out-of country allowance, of $416,500;	� Non-cash benefits include accommodation, utilities and insurances;	� Change of control termination payment of 6 months’ notice, with immediate vesting of all share	options;	� If employment is terminated for operational reasons on or before 5 June 2008, termination payment	of 6 months’ remuneration or payment as per redundancy policy, whichever is greater; and	� Performance bonus determined by reference to performance targets.		Frazer Bourchier, General Manager Business Development	� Term of agreement – appointed as General Manager Emperor Gold Mine with no fixed term	commencing 7 August 2006 and General Manager Business Development on 1 February 2007 with	no fixed term contract; � Annual base salary, inclusive of superannuation, of $340,000;	� Non-cash benefits include relocation benefits, accommodation and associated utilities, spouse	education, annual family travel allowance and insurances;	� Change of control termination payment of 6 months’ notice, with immediate vesting of all share	options; � If employment is terminated for operational reasons on or before 5 June 2008, termination payment	of 6 months’ remuneration or payment as per redundancy policy, whichever is greater; and	� Performance bonus determined by reference to performance targets.						- 14 -

Schedule B - Emperor Financial Information | Page 152

																										-	- - -			-	-	-	-	-		-	-	-
Emperor Mines Limited	Directors' report (continued)	D: Share-based compensation (audited) (continued)			The model inputs for options granted during the year ended 30 June 2007 included:		Option class EMPAAG EMPAAH	i. Exercise price: $0.41 $0.13	ii. Grant date: 29 Aug 2006 1 Jun 2007	iii. Expiry date: 29 Aug 2011 2 Jun 2012	iv. Share price at award date: $0.61 $0.12	v. Expected volatility of the Company’s shares: 75% 116%	vi. Risk-free interest rate: 5.75% 6.45%	vii. Expected dividend yield: 0% 0%	viii. Expected vesting probability: 80% 80%		Share options granted to directors and the most highly remunerated officers (audited)	Options over unissued ordinary shares of Emperor Mines Limited granted during or since the end of the	financial year to the 5 most highly remunerated officers of the Company:	Name Number of options granted during Number of options vested during	the year the year	2007 2006 2007 2006		*Directors of Emperor Mines Limited*		B Gordon* 1,280,500 - 422,565	C Moore 857,900 - - R McDonald 1,200,000 - 396,000 I Graulich 57,600 - -	*Other key management personnel of the Group*		B Sampson 500,000 - - B Gill - - -		F Bourchier 500,000 300,000 100,000	M Norris 500,000 - -	V Chidrawi 400,000 214,100 70,653	A Labuschagne - 389,200 -		P Du Plessis - 232,500 -	R Johnson 379,900 - -	*A further 1,000,000 options are to be granted upon obtaining shareholder approval.		E: Additional information (unaudited)	Loans to Directors and executives	Information on loans to directors and executives, including amounts, interest rates and repayment terms are	set out in Note 39(e) to the financial statements.	Share options were awarded under the Emperor Mines Limited Employee Option Plan on 29 August 2006.	Details of options granted to the directors and the 5 most highly remunerated officers of the consolidated	entity can be found in Section (D) of the remuneration report.												- 17 -
Emperor Mines Limited	Directors' report (continued)	D: Share-based compensation (audited)			Options	The establishment of the Emperor Mines Limited Employees and Directors Incentive Share Option Plan was	approved by shareholders at the 1995 Annual General Meeting and subsequently on 29 August 2006 at the	Extraordinary General Meeting. Eligible participants of the plan are employees (as determined by the Board)	with not less than six months service and Directors upon appointment.		Following a review of the Company’s overall approach to remuneration, the Board recognised the strategic	importance of attracting and retaining capable and experienced managers and technical staff in the face of	the skills shortage in the mining and exploration industries. As a result, the Board resolved to approve the	Emperor Employee Share Option Plan designed to attract staff, incentivise performance and enhance the	Company’s prospects of retaining capable personnel in a competitive environment.	Pursuant to this share option plan, options were granted to employees on 8 May 2006 and to directors	(approved by shareholders at an extraordinary general meeting held on 29 August 2006), and employees on	1 June 2007.	Terms and conditions of the Emperor Mines Limited Employees and Directors Incentive Share Option Plan	approved by shareholders at the 1995 Annual General Meeting and subsequently on 29 August 2006 at the Extraordinary General Meeting:		The terms and conditions of each grant of options affecting remuneration in this or future reporting periods are as follows:					Option class Grant date Expiry date Exercise price Value per option at grant date Date exercisable		EMPAAG 29 Aug 2006 29 Aug 2011 $0.41 $0.39 33% after 29 Aug 07; 33% after 29 Aug 08;		34% after 29 Aug 09. 33% after 2 Jun 08;		EMPAAH 1 Jun 2007 2 Jun 2012 $0.13 $0.07 33% after 2 Jun 09;	34% after 2 Jun 10.			Options are granted under the plan for no consideration. Options are granted for a five year period, however may only be exercised as to 33.33% after 1 year of service from the date of grant, as to 66.66% after 2 years			of service from the date of grant and 100.00% after 3 years of service from the date of grant.	Options granted under the plan lapse after 5 years from the date of the grant, at absolute discretion of the	Board giving consideration to share price on the day of the issue.	The options must be exercised in multiples of 100, unless all options available to the participant are	exercised.	Under the terms of the option plan an option also lapses on the earlier of:		(i) the last exercise date;	(ii) the date after the expiry of 90 days, or such other period determined by the Board, after the	option holder ceases employment with the Company for any reason, including retirement,	but not including dismissal for serious misconduct; and	(iii) the date that the Board determines that the option holder has acted fraudulently, dishonestly,	or in breach of their obligations to the Company and that the option is to be forfeited.	The amounts disclosed for emoluments relating to options are the fair values at grant date of the options	granted to directors and employees, allocated equally over the period from grant date to vesting date. Fair	value at grant date is determined using a Black-Scholes option pricing model that takes into account the	exercise price, the terms of the option, the vesting criteria, the impact of dilution, the non-tradable nature of	the option, the share price at the grant date and expected price volatility of the underlying share, the	expected dividend yield and the risk-free interest rate for the term of the option.	- 16 -

Schedule B - Emperor Financial Information | Page 153

Emperor Mines Limited Directors' report (continued) Shares under option Unissued ordinary shares of Emperor Mines Limited under option at the date of this report are as follows: Grant date Expiry date Exercise price Balance at the start of the year Number Issued during the year Number Exercised during the year Number Lapsed during the year Number Balance at the end of the year Number Consolidated and parent entity – 2007 29-11-01 28-11-06 $0.29 33,333 - - (33,333) - 31-10-02 30-10-07 $0.57 100,000 - - - 100,000 02-12-04 02-12-09 $0.63 1,600,000 - - (1,200,000) 400,000 29-08-06 08-05-11 $0.41 3,574,900 4,328,480 - (4,431,780) 3,471,600 01-06-07 02-06-12 $0.13 - 3,450,000 - - 3,450,000 Total 5,308,233 7,778,480 - (5,665,113) 7,421,600 Weighted average exercise price 0.41 0.29 - 0.46 0.29 No option holder has any right under the options to participate in any other share issue of the Company or any other entity. Shares issued on the exercise of options Nil ordinary shares of Emperor Mines Limited were issued during the year ended 30 June 2007 on the exercise of options granted under the Emperor Mines Limited Employee Option Plan. No further shares have been issued since that date. No amounts are unpaid on any of the shares. Non-audit services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the consolidated entity are important as well as being independent. The Board of Directors has considered the position and, in accordance with the advice received from the Audit Committee, is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: None of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards. Details of the amounts paid or payable to the auditor of the Company, KPMG, and its related practices for audit and non-audit services provided during the year are set out below. In addition, amounts paid to the auditors for the statutory audit have also been disclosed. Consolidated Parent Entity 2007 $ 2006 $ 2007 $ 2006 $ Emperor Mines Limited Directors' report (continued) Consolidated Parent Entity 2007 $ 2006 $ 2007 $ 2006 $ Non-audit services (continued) Other services Auditors of the Company KPMG Australia: Audit of US-GAAP financial statements 355,677 735,893 355,677 4,893 Other assurance 16,325 - 16,325 - PWC Australia: US-GAAP assurance services - 231,836 - - Taxation services 169,450 133,100 169,450 133,100 Other advisory 1,076 4,010 1,076 4,010 PWC overseas firms Due diligence services - 12,296 - - Taxation services 35,778 65,504 - - Other advisory 31,174 35,782 - - Total remuneration for other services 609,480 1,218,421 542,528 142,003 Rounding of amounts The Company is of a kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the 'rounding off' of amounts in the financial report and directors' report. Amounts in the financial report and directors' report have been rounded off in accordance with that Class Order to the nearest thousand dollars, unless otherwise stated. Auditor’s independence declaration The auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 90 and forms part of the Directors’ Report for the year ending 30 June 2007. Auditor PricewaterhouseCoopers resigned as auditors of Emperor Mines Limited effective 21 November 2006. On 20 December, KPMG were appointed as auditors of Emperor Mines Limited and continue in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors.	- 18 - Audit services Auditors of the Company KPMG Australia: Audit and review of financial reports (2007) 513,587 - 513,587 - PWC Australia: Audit and review of financial reports (2006) 124,319 633,644 124,319 633,644 Overseas auditors Overseas KPMG firms: Audit and review of financial reports 232,784 584,485 - - Overseas PWC firms: Audit and review of financial reports 16,863 226,751 - - Total remuneration for audit services 887,553 1,444,880 637,906 633,644 - 19 - G Campbell Chairman BA Gordon Chief Executive Officer and Director Brisbane 28 September 2007	- 18 - Audit services Auditors of the Company KPMG Australia: Audit and review of financial reports (2007) 513,587 - 513,587 - PWC Australia: Audit and review of financial reports (2006) 124,319 633,644 124,319 633,644 Overseas auditors Overseas KPMG firms: Audit and review of financial reports 232,784 584,485 - - Overseas PWC firms: Audit and review of financial reports 16,863 226,751 - - Total remuneration for audit services 887,553 1,444,880 637,906 633,644 - 19 - G Campbell Chairman BA Gordon Chief Executive Officer and Director Brisbane 28 September 2007
		- 633,644 - -
		513,587 124,319 - -
		- 633,644 584,485 226,751
		513,587 124,319 232,784 16,863
	Audit services Auditors of the Company KPMG Australia: Audit and review of financial	reports (2007) PWC Australia: Audit and review of financial reports (2006) Overseas auditors Overseas KPMG firms: Audit and review of financial reports Overseas PWC firms: Audit and review of financial reports

Schedule B - Emperor Financial Information | Page 154

Directors are not appointed for a fixed term but are, except for the Chief Executive Officer, subject to re-	election by shareholders by rotation at least every three years in accordance with the Constitution of the	Company.		The Directors' terms of appointment are governed by the Constitution of the Company. A Director appointed	to fill a casual vacancy, or as an addition to the Board, only holds office until the next general meeting of	members and must then retire. One third of the remaining directors (excluding the Chief Executive) must	retire at each annual general meeting of members.		Recommendation 3.1 - Establish a code of conduct to guide the Directors, the Managing Director, the	Chief Executive Officer and any other key executives as to:		3.1.1 the practices necessary to maintain confidence in the Company's integrity; and	3.1.2 the responsibility and accountability of individuals for reporting and investigating reports of	unethical practices		The Company has adopted a Code of Ethics and Practice which management believes reflects a	commitment to fairness and honesty in all aspects of the Company’s dealings. The code provides guidance	on the standards of integrity required of Company employees in order to maintain confidence in the	Company's integrity.		Recommendation 3.2 - Disclose the policy concerning trading in Company securities by Directors,	officers and employees	The Company maintains a policy requiring Directors, officers and employees of the Company to not engage	in any dealings in the shares of the Company without giving prior notice to the Company and advising details	of the type and date of dealing, number of securities, parties and price.		In addition Directors, officers and employees may not engage in any dealings in shares of the Company	during the period two weeks prior to and within 24 hours after the date of the announcement of the	Company's annual or half-year results or any quarterly activity reports, or at any time while in the possession	of privileged information.	Recommendation 4.1 - Require the Managing Director and the Chief Financial Officer to state in	writing to the Board that the Company's financial reports present a true and fair view, in all material	respects, of the Company's financial condition and operational results and are in accordance with	relevant accounting standards		The Company's financial statements are prepared by the Financial Controller under the supervision of the	Chief Financial Officer, who confirms to the Audit Committee that the Company's financial reports present a	true and fair view, in all material respects, of the Company's financial condition and operational results and	are in accordance with relevant accounting standards. The Chief Financial Officer and Chief Executive	Officer review and approve the financial statements before they are submitted to the Audit Committee and	provide statements in writing to the Board that the Company's financial reports present a true and fair view,	in all material respects, of the Company's financial condition and operational results and are in accordance	with relevant accounting standards.	Recommendation 4.2 - The Board should establish an Audit Committee	The Board has established an Audit Committee, whose function is to ensure the integrity of the Company’s	financial reporting systems and compliance with relevant accounting standards.		The Committee is also responsible for reviewing the Company's internal financial controls, and for	maintaining open lines of communication between the Board and the external auditors.		All Audit Committee deliberations are routinely reported to the full Board at the earliest opportunity and any	action taken or proposal made is submitted to the full Board for ratification or approval and implementation.	- 21 -
	As a listed Company on the Australian Stock Exchange Limited (ASX), the Company must report on its main	corporate governance practices by reference to the best practice recommendations of the ASX Corporate	Governance Council (the Council), which were released on 31 March 2003 (Recommendations).		Recommendation 1.1 - Formalise and disclose the functions reserved to the Board and those	delegated to management		The Board of Directors has been charged by shareholders with overseeing the affairs of the Company to	ensure that they are conducted appropriately and in the interests of all shareholders. The Board defines the	strategic goals and objectives of the Company, as well as broad issues of policy and establishes an	appropriate framework of corporate governance within which Board members and management must	operate. The Board is responsible for ensuring the maintenance of corporate governance policies and	procedures in accordance with prevailing best practices.		Management is charged with the day to day running and administration of the Company consistent with the	objectives and policies set down by the Board. The Chief Executive Officer is directly accountable to the	Board for the performance of the management team.		The Company has an established Authorities Framework which identifies the authority levels of management	and matters that must be referred to the Board or Board Committees for approval.		Recommendation 2.1 - A majority of the Board should be independent Directors	The Board of Directors currently comprises the Chairman (a Non-Executive Director – Geoffrey Campbell,	who is associated with the Company’s major shareholder, DRD Gold Limited), the Chief Executive Officer	(Brad Gordon), one other Non-Executive Director (John Sayers, who is also associated with the Company’s	major shareholder) and two independent Non-Executive Directors (Robert McDonald and Ian McMaster).		Although the majority of the Board is currently not independent, it is important to note that no particular	stakeholder controls the Board, given that neither management nor the Company’s major shareholder enjoy	majority representation on the Board.	The membership of the Board, its activities and composition are subject to periodic review in order to ensure	that the Company’s evolving needs are catered to.		Recommendation 2.2 & 2.3 - The Chairperson should be an independent Director and the roles of	Chairperson and Chief Executive Officer should not be exercised by the same individual		The Chairman – Mr Geoffrey Campbell - is a Non-Executive Director associated with the Company’s major	shareholder, DRD Gold Limited. Since the major shareholder does not enjoy majority representation on the	Board, it does not control the Board.		Mr Campbell does not exercise the role of Chief Executive Officer.		Recommendation 2.4 - The Board should establish a Nomination Committee	The Remuneration Committee undertakes the functions of a Nomination Committee.	Where a vacancy arises or it is considered appropriate to review the composition of the Board of Directors,	the Non-Executive Directors, in consultation with external executive recruitment experts, review the	qualifications and experience of candidates and existing members of the Board.		Directors are selected upon the basis of their skills and experience, in order to ensure a diverse mix of skills,	perspectives and business experience.			- 20 -

Schedule B - Emperor Financial Information | Page 155

Schedule B - Emperor Financial Information | Page 156

Schedule B - Emperor Financial Information | Page 157

Emperor Mines Limited	Balance sheets	As at 30 June 2007	Consolidated Parent entity	Notes 2007 2006 2007 2006	$’000 $’000 $’000 $’000	(Restated)*	ASSETS	ASSETS	Current assets	Current assets	Cash and cash equivalents 10 7,740 30,567 1,087 11,645		Trade and other receivables 11 3,240 8,751 2,063 18	Trade and other receivables 11 3,240 8,751 2,063 18	Inventories 12 8,700 31,988 - -	Current tax receivables 13 239 - - - Derivative financial instruments 14 996 3,913 44 -	Assets classified as held-for-sale 15 138,505 - - - Total current assets 159,420 75,219 3,194 11,663	Non-current assets Receivables 16 - - 5,460 57,432	Inventories 17 - 41,307 - -	Mine property, plant and equipment 18 4,070 278,570 2,220 2,342	Mine property, plant and equipment 18 4,070 278,570 2,220 2,342	Mine property, plant and equipment 18 4,070 278,570 2,220 2,342	Other financial assets 19 - - 75,090 336,885	Deferred tax assets 20 - 1,003 - 1,003	Deferred tax assets 20 - 1,003 - 1,003	Total non-current assets 4,070 320,880 82,770 397,662		Total assets 163,490 396,099 85,964 409,325	Total assets 163,490 396,099 85,964 409,325		LIABILITIES	Current liabilities	Current liabilities	Bank overdraft 22 15,426 86 15,426 -	Trade and other payables 21 9,031 25,180 2,705 1,286	Trade and other payables 21 9,031 25,180 2,705 1,286	Trade and other payables 21 9,031 25,180 2,705 1,286	Loans and borrowings 22 156,845 16,169 84,017 6,961	Loans and borrowings 22 156,845 16,169 84,017 6,961		Current tax payable 23 - 5,696 - 634	Provisions 24 903 6,007 174 102	Derivative financial instruments 25 - 34,546 - -	Derivative financial instruments 25 - 34,546 - -	Liabilities classified as held-for-sale 15 21,518 - - -		Total current liabilities 203,723 87,684 102,322 8,983		Non-current liabilities	Other payables 26 - 1,840 42,297 49,176	Other payables 26 - 1,840 42,297 49,176	Loans and borrowings 27 - 79,109 - 12,030	Provisions 28 1,956 14,740 45 77	Provisions 28 1,956 14,740 45 77	Deferred tax liabilities 29 17,371 18,338 - 5	Total non-current liabilities 19,327 114,027 42,342 61,288	Total liabilities 223,050 201,711 144,664 70,271	Total liabilities 223,050 201,711 144,664 70,271		Net (liabilities)/assets (59,560) 194,388 (58,700) 339,054	Net (liabilities)/assets (59,560) 194,388 (58,700) 339,054		EQUITY	Share capital 30 268,555 267,631 479,526 478,602	Reserves 31(a) (73,325) (81,130) 1,295 391	Amounts recognised directly in	Amounts recognised directly in	equity relating to assets held-for- sale 31(b) (25,630) - - -	Retained (losses)/earnings 31(c) (229,160) 7,887 (539,521) (139,939)	Retained (losses)/earnings 31(c) (229,160) 7,887 (539,521) (139,939)		Total (deficiency)/equity (59,560) 194,388 (58,700) 339,054	* In June 2006 the Parent entity presented a retained loss of $139.390 million. This has been restated to $139.939 million to include	onerous contracts and audit fees omission of $0.549 million and presented under Trade and other payables.	The above balance sheets should be read in conjunction with the accompanying notes.	- 27 -

Emperor Mines Limited	Income statements	For the year ended 30 June 2007		Consolidated Parent entity		Notes 2007 2006 2007 2006	$’000 $’000 $’000 $’000	(Restated) (Restated)***			Continuing operations				Revenue 5 97,508 127,622 - -	Other income 6 3,228 204 17,450 6,834	Operating expenses 7 (120,398) (142,656) (8,738) (10,209)	Net finance costs 7 (9,640) (1,030) (3,721) (849)	Impairment of non current assets (11,456) - - -				Loss on disposal of subsidiary 7 - - (23,286) -			Impairment of financial assets 7 - - (380,666) -			Loss before income tax (40,758) (15,860) (398,961) (4,224)		Income tax expense 8 (881) (4,799) (621) (410)			Loss from continuing operations (41,639) (20,659) (399,582) (4,634)				Loss of discontinued operations (net of			income tax) 9 (195,408) (6,558) - -		Loss for the year attributable to members of Emperor Mines Limited (237,047) (27,217) (399,582) (4,634)					* refer Note 9 Discontinued operations ** In June 2006 the Parent entity presented a loss for the year attributable to members of Emperor Mines Limited of $4.085 million. This		has been restated to $4.634 million to include onerous contracts and audit fees omission of $0.549 million.					Loss per share		Basic loss per share 43 (0.23) (0.03)			Diluted loss per share 43 (0.23) (0.03)			Loss per share from continuing operations					Basic loss per share 43 (0.04) (0.02)	Diluted loss per share 43 (0.04) (0.02)				The above income statements should be read in conjunction with the accompanying notes.			- 26 -

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Parent Entity	Parent Entity	Share capital Share based payment reserve Retained earnings/ (losses) Total equity $’000 $’000 $’000 $’000	478,602 391 (139,939) 339,054 - - - - - - - - - - - -	478,602 391 (139,939) 339,054 - - - - - - - - - - - -	478,602 391 (139,939) 339,054 - - - - - - - - - - - -	478,602 391 (539,521) (60,528) 924 - - 924 - 904 - 904 - - - -
Consolidated			Balance at 1 July 2006 267,631 (17,233) - (64,088) 191 7,887 194,388 Foreign currency translation differences of continuing foreign operations - (834) - - - - (834) Reclassified to amounts directly in equity relating to assets held-for-sale - 21,708 (21,708) - - - - Foreign currency translation differences of foreign operations classified as held-for-sale - - (3,922) - - - (3,922) Total income and expense recognised directly in equity 267,631 3,641 (25,630) (64,088) 191 7,887 189,632 Loss for the period (237,047) (237,047) Total recognised income and expense 267,631 3,641 (25,630) (64,088) 191 (229,160) (47,415) Issue of ordinary shares 924 - - - - 924 Share based payments made - - - - 904 - 904 Revaluation reserve decrease (refer Note 31) - - - (13,973) - - (13,973) Balance at 30 June 2007 268,555 3,641 (25,630) (78,061) 1,095 (229,160) (59,560)
Parent Entity	Share capital Share based payment reserve Retained earnings/ (losses) (Restated) Total equity $’000 $’000 $’000 $’000*	163,011 105 (135,305) 27,811 - - - -		163,011 105 (135,305) 27,811 - - (4,634) (4,634)	163,011 105 (139,939) 23,177 315,591 - - 315,591 - 286 - 286 - - - - - - - - - - - - - - - - - - - -	478,602 391 (139,939) 339,054
Consolidated		Balance at 1 July 2005 27,244 (12,543) - - 13,281 27,982 Foreign currency translation differences - (3,713) - - - (3,713) Total income and expense recognised directly in equity 27,244 (16,256) - - 13,281 24,269 Loss for the period - - - - (27,217) (27,217) Total recognised income and expense 27,244 (16,256) - - (13,936) (2,948) Issue of ordinary shares 179,319 - - - - 179,319 Share based payments made - - - 191 - 191 Revaluation reserve-reverse acquisition - - 13,973 - - 13,973 Business combination reserve- reverse acquisition - - (78,061) - - (78,061) Retained earnings reversal- reverse acquisition - - - - 21,823 21,823 Reverse acquisition equity movements 61,068 - - - - 61,068 Movement in foreign currency translation reserve-reverse acquisition - (977) - - - (977) Balance at 30 June 2006 267,631 (17,233) (64,088) 191 7,887 194,388

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Consolidated Parent entity 2007 2006 2007 2006 $’000 $’000 $’000 $’000 (Restated)*	6,856 (3,240) - (849) - -	2,767	(2,355) (43,929) - -	(46,284)	59,550 46,452 1,480 (54,609) - -	52,873	9,356 2,289 - - -	11,645
	7,970 (12,525) 118 (628) (257) -	(5,322)	(382) - - -	(382)	- 924 14,023 (35,227) - -	(20,280)	(25,984) 11,645 - - -	(14,339)
	127,528 (98,917) 204 (1,342) (5,837) (19,079)	2,557	(32,908) (42,831) (2,740) (3,067)	(81,546)	- 37,786 64,979 - (12,428) (3,544)	86,793	7,804 18,473 5,588 - (1,384)	30,481
	101,779 (127,202) 332 (6,662) (2,648) (6,685)	(41,086)	(18,945) - - (11,667)	(30,612)	- 924 33,145 - (118) -	33,951	(37,747) 30,481 - (106) (314)	(7,686)
Notes		38						10
	Cash flows from operating activities Cash receipts from customers (inclusive of goods and services tax) Cash paid to suppliers and employees (inclusive of goods and services tax) Interest received from third parties Borrowing costs paid to third parties Income taxes paid Net cash used in operating activities of discontinued operations	Net cash (used in)/from operating activities	Cash flows from investing activities Acquisition of mine property, plant and equipment Acquisition of subsidiary, net of cash acquired Acquisition of derivative financial instrument Net cash used in investing activities of discontinued operations	Net cash used in investing activities	Cash flows from financing activities Proceeds from related parties Proceeds from issue of share capital Proceeds from borrowings Loans to related parties Repayment of borrowings Net cash used in financing activities of discontinued operations	Net cash from financing activities	Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash acquired from purchase of subsidiary Cash written off as disposal of subsidiary Effects of exchange rate fluctuation on cash held	Cash and cash equivalents at the end of the financial year

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Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	Note 4. Segment information (continued)	(b) Primary reporting format – Geographical segments (continued)	(Restated) Australia & other Papua New Guinea Dis- continued operations (Fiji) (Restated) Inter- segment eliminations /unallocated Cons- olidated Less dis- continued operations (Fiji)) Total continuing operations $’000 $’000 $’000 $’000 $’000 $’000 $’000		Jun-06	Sales to external	customers - 127,622 3,308 - 130,930 (3,308) 127,622	Other revenue/income 20,555 93 2 (20,444) 206 (2) 204	Total segment revenue/income 20,555 127,715 3,310 (20,444) 131,136 (3,310) 127,826			Segment result (43,673) (8,021) (6,558) 35,834 (22,418) 6,558 (15,860)	(Loss) before income tax (22,418) 6,558 (15,860)	Income tax expense (4,799) - (4,799)		Net (loss) for the period (27,217) 6,558 (20,659)	Total assets 503,611 185,007 191,899 (484,418) 396,099			Total liabilities - (104,221) (197,243) 99,753 (201,711)		Acquisitions of property,	plant and equipment,	intangibles and other non-current segment assets 2,567 40,917 166,419 - 209,903 (166,419) 43,484 Share of profits of equity	accounted investment (4,677) - - 4,677 - - -		Depreciation expense 60 18,647 1,240 - 19,947 (1,240) 18,707			(c) Secondary reporting format – Business segments	The secondary reporting format is business segments. The segment revenues, segment assets and acquisitions of mine property, plant and equipment for the business segment is equal to the consolidated results disclosed in these financial statements as the entity operates in only one business segment which is	The secondary reporting format is business segments. The segment revenues, segment assets and acquisitions of mine property, plant and equipment for the business segment is equal to the consolidated results disclosed in these financial statements as the entity operates in only one business segment which is	gold exploration, development and mining.		(d) Notes to and forming part of the segment information	(i) Accounting policies	(i) Accounting policies	Segment information is prepared in conformity with the accounting policies of the entity as disclosed	in Note 1 and accounting standard AASB 114_Segment Reporting._	Segment revenues, expenses, assets and liabilities are those that are directly attributable to a	Segment revenues, expenses, assets and liabilities are those that are directly attributable to a	segment and the relevant portion that can be allocated to the segment on a reasonable basis.	Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, inventories, mine property, plant and equipment net of related provisions. Segment liabilities consist primarily of trade and other creditors, employee benefits, borrowings and rehabilitation provisions. Segment assets and liabilities do not include income taxes.		(ii) Inter-segment transfers	Segment revenues, expenses and results include transfers between segments. Such transfers are	Segment revenues, expenses and results include transfers between segments. Such transfers are	priced on “arm’s length” basis and are eliminated on consolidation.	- 49 -
Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	Note 4. Segment information	(a) Description of segments	Geographical segments Although the consolidated entity’s divisions are managed on a global basis they operate in 3 geographical areas: Papua New Guinea Comprising the consolidated entity’s 20% interest in the Porgera Joint Venture and its 100% interest in the Tolukuma gold mine and Fortis Insurance Limited.			Fiji	Comprising the consolidated entity’s 100% interest in the Vatukoula gold mine until its disposal on 28 March	2007.	Australia and other	The home country of the parent entity which is also the administrative headquarters of the Group. This	geographical segment includes DRD Isle of Man Limited, Emperor Mines Limited, Emperor Australia Pty	Limited (until its disposal on 28 March 2007), Emperor Finance Pty Limited (until its disposal on 28 March	2007), DRD Australasian Services Company Pty Limited and Sovereign Company Limited. These	companies are grouped together in this geographical segment as they are all managed from Australia and provide or have provided management services to the Fijian and PNG operations.			Business segments The consolidated entity operates in one business segment namely gold exploration, development and		mining.		(b) Primary reporting segment - Geographical segments			Australia & other Papua New Guinea Dis- continued operations (Fiji) Inter- segment eliminations /unallocated Consol- idated Less dis- continued operations (Fiji) Total continuing operations	$’000 $’000 $’000 $’000 $’000 $’000 $’000		Jun-07		Sales to external	customers - 97,508 21,506 - 119,014 (21,506) 97,508	Other revenue/income 11,417 476 7 (8,665) 3,235 (7) 3,228 Total segment revenue/income 11,417 97,984 21,513 (8,665) 122,249 (21,513) 100,736			Segment result (407,941) (37,122) (195,408) 404,305 (236,166) 195,408 (40,758)	(Loss) before income tax (236,166) 195,408 (40,758)	Income tax expense (881) - (881)		Net (loss) for the period (237,047) 195,408 (41,639)		Total assets 151,528 144,528 - (132,566) 163,490 - 163,490			Total liabilities (129,028) (124,419) - 30,397 (223,050) - (223,050) Acquisitions of property, plant and equipment and other non-current	segment assets 132 18,813 11,667 - 30,612 (11,667) 18,945		Depreciation expense 266 12,009 8,008 - 20,283 (8,008) 12,275			- 48 -

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-	es Emperor - - -	-	Westech Gold Pty Limited book and ANZ Bank debt ) Limited to represent the Mines Limited as at 30 June 1,619 547 (998) (137)	1 410	e (398,960) (4,224) (119,688) (1,268) 75,893 - 43,839 - - - - 1,987 577 (309)	410	-	-
23,286	alian subsidiari 7. 127,894 14,263 238,509	380,666		62		621	87,008	26,102
-	osal of its Austr n 28 March 200 - - -	-	oula assets to NZ Bank hedge amount; and ary DRD (IOM olukuma Gold 6,595 (1,796)	4,799	acie tax payabl (22,418) (6,725) 2,764 5,298 4,007 - (545)	4,799	83,047	24,914
		-	posal of Vatuk mpany of the A s to recoverable in it’s subsidi a) Limited and T 917 (36)	881		881	89,232	26,770
			Impairment of financial assets includes: � write-off of inter-company receivables on dis (“Westech”), including the novation to the Co facilities; � impairment charge on inter-company receivable � impairment charge for Emperor’s investment recoverability of it’s investment in DRD (Porger 2007. Note 8. Income tax expense (a) Income tax expense comprises: Current income tax expense Deferred income tax expense			Income tax expense	(c) Tax losses Unused tax losses for which no deferred tax asset has been recognised	Potential tax benefit @ 30%

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Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	Note 9. Discontinued operations (continued)	Cash flows attributable to the discontinued operation until its disposal were as follows:		2007 2006	$'000 $'000				Cash flows from operating activities	Receipts from customers 21,366 1,534 Payments to suppliers and employees (27,509) (20,589)	Interest received from third parties 7 2		Borrowing costs paid to third parties (549) (26)	Net cash used in operating activities (6,685) (19,079) Cash flows from investing activities Acquisition of mine property, plant and equipment (11,667) (3,067)		Net cash used in investing activities (11,667) (3,067)	Cash flows from financing activities Proceeds from related parties 16,419 24,595 Repayment of borrowings - (3,544)	Net cash inflow from financing activities 16,419 21,051	Net decrease in cash and cash equivalents (1,933) (1,095) Cash and cash equivalents at the beginning of the financial year 2,074 3,166	Effects of exchange rates fluctuations on cash held (35) 3		Cash and cash equivalents 106* 2,074		*the 28 March 2007 cash balance was written off as part of the sale transaction to Westech Gold Pty Limited.	Consolidated Parent entity	2007 2006 2007 2006	$’000 $’000 $’000 $’000		Note 10. Current assets – Cash and cash equivalents	Cash at bank – Unrestricted 2,124 27,702 92 10,763	Cash at bank – Restricted 5,616 2,865 995 882		Cash at bank 7,740 30,567 1,087 11,645			The above figures are reconciled to cash at the end of the financial year as shown in the statements of cash flows as follows:			Balances as above 7,740 30,567 1,087 11,645	Less: Bank overdrafts (Note 22) (15,426) (86) (15,426) -		Balances per statements of cash flows (7,686) 30,481 (14,339) 11,645	Balances per statements of cash flows (7,686) 30,481 (14,339) 11,645
Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	Note 8. Income tax expense (continued)	The deferred tax assets have not been recognised in respect of tax losses because it is not probable that future taxable profit will be available against which the Group can utilise the benefits there from.		This benefit for tax losses will only be obtained if: (a) the consolidated entity derives future assessable income of a nature and of an amount sufficient to			enable the benefit from the deductions for the losses to be utilised, or	(b) the losses are transferred to an eligible entity in the consolidated entity, and	(c) the entity continues to comply with the conditions for deductibility imposed by tax legislation, and	(d) no changes in tax legislation adversely affect the entity in its ability to obtain the benefit from the deductions for the losses.	Note 9. Discontinued operations			An extensive three month review of the Vatukoula mine was completed in early December 2006. The results of the review concluded that continuation of the current mine plan was no longer economically viable. On 5 December 2006 mining ceased, the mine was closed and placed on care and maintenance and subsequently disposed of on 28 March 2007.			As a result of mining cessation, the Vatukoula mine was classified as discontinued in December 2006. In June 2006 the Vatukoula operation was not a discontinued operation and the comparative income statement has been re-presented to show the discontinued operation separately from the continuing operations.	Subsequent to release of the Preliminary Financial Statements on 30 August 2007, Emperor staff and KPMG	(external auditors) were permitted to access the statutory and accounting records in Fiji and the Vatukoula audit was successfully completed.	Loss attributable to the discontinued operation until its disposal was as follows:			Results from discontinued operation 2007 2006*	$'000 $'000	Revenue 21,506 3,308 Other income 7 2		Expenses		Cost of goods sold (31,112) (7,241) Exploration expenditure (99) (16)	Administration and other expenditure (10,136) (8,920)	Depreciation and amortisation (8,007) (1,240)		Net loss/gain on derivative financial instruments (6,507) 10,936 Financing costs (3,616) (3,387)		Total expenses (59,477) (9,868)	Loss from operating activities on discontinued operation (37,964) (6,558) Income tax expense - -	Loss after tax but before impairment charge on discontinued		operation (37,964) (6,558)	Gain on disposal of discontinued operation 16,028 -		Impairment charge (173,472) -		Loss from discontinued operation for the period (195,408) (6,558)

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Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	Note 15. Assets held-for-sale		In April 2007, Emperor announced the sale of its 20% interest in the Porgera Joint Venture (PJV) to Barrick	Gold Corporation. Total consideration for the transaction is US$250 million plus an additional adjustment amount, to be paid in cash. The effective date of the transaction was 1 April 2007.	Gold Corporation. Total consideration for the transaction is US$250 million plus an additional adjustment amount, to be paid in cash. The effective date of the transaction was 1 April 2007.	Emperor’s consolidated loss includes 9 months (1 July 06 to 31 March 07) of operating results from its 20%	interest in the Porgera Joint Venture and excludes all PJV operational transactions post 31 March 2007.	The sale was approved by DRD Gold shareholders and Emperor shareholders at the general meetings held on	The sale was approved by DRD Gold shareholders and Emperor shareholders at the general meetings held on	27 July and 30 July 2007 respectively. The transaction was subsequently completed on 17 August 2007 and is	further discussed in Note 37.	further discussed in Note 37.		At 30 June 2007, as the sale was announced and not completed, Emperor’s 20% interest in the Porgera Joint	Venture has been disclosed as held-for-sale, comprising assets held-for-sale of $138.5 million and liabilities held-for-sale of $21.5 million as stated below: 2007	Venture has been disclosed as held-for-sale, comprising assets held-for-sale of $138.5 million and liabilities held-for-sale of $21.5 million as stated below: 2007	$’000		Cash at bank 401	Receivables/prepayments 2,933	Receivables/prepayments 2,933	Inventory 54,305	Property, plant and equipment 80,866 138,505	Trade and other payables (8,014)	Provisions (13,504) (21,518)	116,987	116,987		Consolidated Parent entity		2007 2006 2007 2006	$’000 $’000 $’000 $’000		Note 16. Non-current assets – Receivables	Loans to related parties - - 19,723 139,793 Less provision for doubtful debts - - (14,263) (82,361)		- - 5,460 57,432			Refer to Note 40 for details of related party transactions.			Note 17. Non-current assets – Inventories	Stockpiled low-grade ore at cost - 41,307 - -											- 55 -
Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007		Consolidated Parent entity	2007 2006 2007 2006	$’000 $’000 $’000 $’000		Note 11. Current assets – Trade and other receivables	Prepayments 2,775 1,223 1,614 -	Other receivables 465 7,528 449 18		3,240 8,751 2,063 18			Note 12. Current assets – Inventories	(Restated)*	Consumables and spares at cost 6,150 26,695 - -	Provision for obsolescence (234) (5,528) - - 5,916 21,167 -	Work in progress 2,784 10,821 - -		8,700 31,988 - -			*Consumables and spares were incorrectly reported as $10.8 million and work in progress as $21.1 million at 30 June 2006. The 2006 comparatives have been correctly restated.		Note 13. Current assets–Current tax receivables		Income tax receivable 239 - - -		Note 14. Current assets – Derivative financial instruments		Interest rate swap(i) 44 - 44 -		Gold call options at fair value(ii) 952 3,913 - -		996 3,913 44 -	(i) Interest rate swap		The Vatukoula loan facility bears interest at an average variable rate of 7.81%. In order to minimise		fluctuation in interest rates, 37% of the loan has been covered by entering into interest rate swap contracts	under which it is obliged to receive interest at variable rates and pay interest at fixed rates. The contracts	are settled on a net basis and the net amount receivable or payable at the reporting date is included in	derivative financial instruments. The fixed interest rate payable was 4.34%.		The interest rate swap was settled as part of the repayment of all the debts to ANZ Bank on 17 August 2007.	(ii) Gold call options	This current asset represents the positive mark-to-market on gold call options to the value of $952,000. The	European Style call options were purchased in January 2006 with strike prices ranging from US$634 to	US$652.50 per ounce. Expiry dates of the options range from September 2007 to 29 December 2008. The	call options provide the Group with the right but not the obligation to buy in total up to 18,744 (reducing	throughout the period) ounces of gold at the various strike prices. The gold call options were entered into by	the Company to partially mitigate the deterioration in the gold forward hedge book which was closed out on	16 May 2007. Refer Note 22 (e).	The full call option hedge book was closed out on 14 August 2007 at a spot price of US$670/oz realising	US$921,500.	- 54 -

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Parent	Total $’000	4 15 - - -	19	19 266 - (73) - - -	212	2	2,342	2,342	2,220
	Land and buildings (Restated) $’000*	- 12 - - -	12	12 62 - - - - -	74	-	1,905	1,905	1,858
	Office equipment and vehicles (Restated) $’000*	4 3 - - -	7	7 204 - (73) - - -	138	2	437	437	362
Consolidated	Total $’000	180,172 19,947 - - 11,574	211,693	211,693 20,283 11,456 (141) (7,413) (148,527) (33,925)	53,426	86,445	278,570	278,570	4,070
	Land and buildings (Restated) $’000*	- 12 - - -	12	12 62 - - - - -	74	-	1,905	1,905	1,858
	Office equipment and vehicles (Restated) $’000*	20,504 3,386 - - 3,027	26,917	26,917 3,378 4,891 (141) - - (4,965)	30,080	6,800	7,386	7,386	2,066
	Decommi- ssioning asset $’000	455 519 - - 32	1,006	1,006 147 - - - (1,002) (151)	-	3,371	2,986	2,986	-
	Mine plant facilities $’000	55,734 3,739 - - 2,501	61,974	61,974 2,669 - - (2,093) (53,482) (9,068)	-	4,013	37,173	37,173	-
	Mining develop- ment $’000	87,860 7,107 - - 4,759	99,726	99,726 6,701 6,547 - - (78,844) (13,754)	20,376	47,397	61,539	61,539	146
	Mine property $’000	Depreciation and impairment losses Balance at 1 July 2005 15,619 Depreciation for the year 5,184 Impairment loss - Disposal - Effect of movements in exchange rates 1,255	Balance at 30 June 2006 22,058	Balance at 1 July 2006 22,058 Depreciation for the year 7,326 Impairment loss 18 Disposals - Disposal through disposal of subsidiaries (5,320) Transfer to assets held-for-sale (15,199) Effect of movements in exchange rates (5,987)	Balance at 30 June 2007 2,896	Carrying amounts At 1 July 2005 24,864	At 30 June 2006 167,581	At 1 July 2006 167,581

Emperor Mines Limited Notes to the financial statements For the year ended 30 June 2007 Note 18. Non-current assets – Mine property, pla		Mine property Minin develo ment $’000 $’000 Depreciation and impairment losses	Balance at 1 July 2005 15,619 87,8 Depreciation for the year 5,184 7,1 Impairment loss - Disposal - Effect of movements in exchange rates 1,255 4,7 Balance at 30 June 2006 22,058 99,7	Bl t 1 Jl 2006 22058 99	aance a uy , , Depreciation for the year 7,326 6,7 Impairment loss 18 6,5 Disposals - Disposal through disposal of subsidiaries (5,320) Transfer to assets held-for-sale (15,199) (78,8 Effect of movements in exchange rates (5,987) (13,7	Balance at 30 June 2007 2,896 20,3 Ci	arryng amounts At 1 July 2005 24,864 47,3 At 30 June 2006 167,581 61,5 At 1 July 2006 167,581 61,5 At 30 June 2007 - 1 * In June 2006 Land and building were included under Office equi
Emperor Mines Limited Notes to the financial statements For the year ended 30 June 2007 Note 18. Non-current assets – Mine property, plant & equipment	Parent	Total $’000	6 2,355 - - -	2,361	2,361 382 - (311) - -	2,432	- 56 - * In June 2006 Land and building were included under Office equipment and vehicles. This has been restated and classified separately at 30 June 2007.
		Land and buildings (Restated) $’000*	- 1,917 - - -	1,917	1,917 15 - - - -	1,932
		Office equipment and vehicles (Restated) $’000*	6 438 - - -	444	444 367 - (311) - -	500
	Consolidated	Total $’000	- 266,617 1,917 35,975 - (130) - 173,928 - 13873	, 490,263	490,263 30,612 (187,861) (367) (229,395) (45,756)	57,496
		Land and buildings (Restated) $’000*		1,917	1,917 15 - - -	1,932
		Office equipment and vehicles (Restated) $’000*	27,304 3,058 - 16 3925	, 34,303	34,303 3,741 - (311) - (5,587)	32,146
		Mining develop- ment Mine plant facilities Decommi- ssioning asset $’000 $’000 $’000	135,257 59,747 3,826 20,607 5,234 - - (51) - - 31,542 - 5401 2675 166	3,992	3,992 1,404 - - (4,731) (665)	-
				, 99,147	99,147 8,595 (39,289) (47) (59,148) (9,258)	-
				, 161,265	Balance at 1 July 2006 189,639 161,265 Additions 3,372 13,485 Disposal through disposal of subsidiaries (148,572) - Disposals - (9) Transfer to assets held-for-sale (32,624) (132,892) Effect of movements in exchange rates (8,919) (21,327)	Balance at 30 June 2007 2,896 20,522
		Mine property $’000	40,483 5,159 (79) 142,370 1706	, 189,639
			Costs Balance at 1 July 2005 Additions Disposals Acquisition through business combination Effect of movements in exchange rates	Balance at 30 June 2006

Schedule B - Emperor Financial Information | Page 173

Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	Consolidated Parent entity	2007 2006 2007 2006	$’000 $’000 $’000 $’000	Note 22. Current liabilities – Loans and borrowings (continued)	Secured	Secured	Vatukoula loan facility(b) 11,958 2,534 11,958 - Gold call option facility(c) 2,239 2,740 - - Project loan facility(d) 70,414 3,128 - - Hedge book loan(e) 40,284 - 40,284 - Lease liability(f) 352 806 177 - DRD Gold convertible note(g)(Note 40) 9,999 - 9,999 - DRD Gold working capital facility(h)(Note 40) 13,669 - 13,669 - DRD Gold PPA loan(i)(Note 40) 6,450 6,961 6,450 6,961 Property loan(j) 1,480 - 1,480 -	Vatukoula loan facility(b) 11,958 2,534 11,958 - Gold call option facility(c) 2,239 2,740 - - Project loan facility(d) 70,414 3,128 - - Hedge book loan(e) 40,284 - 40,284 - Lease liability(f) 352 806 177 - DRD Gold convertible note(g)(Note 40) 9,999 - 9,999 - DRD Gold working capital facility(h)(Note 40) 13,669 - 13,669 - DRD Gold PPA loan(i)(Note 40) 6,450 6,961 6,450 6,961 Property loan(j) 1,480 - 1,480 -	Vatukoula loan facility(b) 11,958 2,534 11,958 - Gold call option facility(c) 2,239 2,740 - - Project loan facility(d) 70,414 3,128 - - Hedge book loan(e) 40,284 - 40,284 - Lease liability(f) 352 806 177 - DRD Gold convertible note(g)(Note 40) 9,999 - 9,999 - DRD Gold working capital facility(h)(Note 40) 13,669 - 13,669 - DRD Gold PPA loan(i)(Note 40) 6,450 6,961 6,450 6,961 Property loan(j) 1,480 - 1,480 -	Vatukoula loan facility(b) 11,958 2,534 11,958 - Gold call option facility(c) 2,239 2,740 - - Project loan facility(d) 70,414 3,128 - - Hedge book loan(e) 40,284 - 40,284 - Lease liability(f) 352 806 177 - DRD Gold convertible note(g)(Note 40) 9,999 - 9,999 - DRD Gold working capital facility(h)(Note 40) 13,669 - 13,669 - DRD Gold PPA loan(i)(Note 40) 6,450 6,961 6,450 6,961 Property loan(j) 1,480 - 1,480 -			156,845 16,169 84,017 6,961	156,845 16,169 84,017 6,961			(a) Bank overdraft		In the second half of the financial year, due to the delay in obtaining the necessary Papua New Guinea approvals to finalise the documentation on an additional $24.3 million (US$20 million) facility, ANZ Banking Group Limited (“ANZ Bank”) provided an interim overdraft facility of $16.3 million which was increased to $24.3 million on 10 July 2007. This facility bears interest at the ANZ reference rate and is to be repaid in full	In the second half of the financial year, due to the delay in obtaining the necessary Papua New Guinea approvals to finalise the documentation on an additional $24.3 million (US$20 million) facility, ANZ Banking Group Limited (“ANZ Bank”) provided an interim overdraft facility of $16.3 million which was increased to $24.3 million on 10 July 2007. This facility bears interest at the ANZ reference rate and is to be repaid in full	by 28 September 2007.		The Porgera sale transaction was subsequently completed on 17 August 2007 and all facilities provided by ANZ Bank were repaid on 17 August 2007.	(b) Vatukoula loan facility	The Vatukoula loan from ANZ Bank, secured over the assets and mining rights of Emperor Gold Mining Company Limited (Fiji), was novated to Emperor Mines Limited on 28 March 2007 following the completion	The Vatukoula loan from ANZ Bank, secured over the assets and mining rights of Emperor Gold Mining Company Limited (Fiji), was novated to Emperor Mines Limited on 28 March 2007 following the completion	of the sale of the Vatukoula mine to Westech Gold Pty Ltd. The sale included the transfer of all the assets and liabilities (other than the ANZ Bank loan, lease liability and the gold hedge book) to Westech on 28	March 2007 and security over the Fijian assets was subsequently released by ANZ Bank.	An agreement was reached with the ANZ Bank prior to 30 June 2007 to defer principal repayments in relation to all facilities provided by the bank to Emperor Mines Limited and its subsidiaries until the	An agreement was reached with the ANZ Bank prior to 30 June 2007 to defer principal repayments in relation to all facilities provided by the bank to Emperor Mines Limited and its subsidiaries until the	successful completion of the sale of Emperor Mines Limited’s 20% interest in the Porgera Joint Venture. The	loan bears interest at LIBOR plus 2.5%.	loan bears interest at LIBOR plus 2.5%.	This facility was repaid on 17 August 2007.			(c) Gold call option facility	This facility was implemented to purchase call options from ANZ Bank to limit further deterioration in the gold	forward hedge book. The loan bears interest at LIBOR plus 2.1% and the settlement of this facility coincides	with closing out the call options. During the year proceeds of $151,000 were received from exercising “in the	money” options and $118,000 was offset against the loan facility.	This facility was repaid on 17 August 2007.
Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	Consolidated Parent entity	2007 2006 2007 2006	$’000 $’000 $’000 $’000	Note 19. Non-current assets – Other financial assets	Unquoted shares in entities – At cost - - -		Unquoted shares in controlled entities – At cost - - 313,599 376,208 Less write-down of investments to recoverable amount - - (238,509) (39,323) - - 75,090 336,885	Note 20. Non-current assets – Deferred tax assets	The balance comprises temporary differences		attributable to:			Amounts recognised in profit or loss:		Provisions - 76 - 76	Accrued payments - 96 - 96	Takeover defence - 105 - 105	Equity raising costs - 746 - 746 Borrowing costs - 40 - 40 Foreign exchange - (60) - (60)		- 1,003 - 1,003	Movements:	Opening balance at 1 July 2006 1,003 - 1,003 398 Recognised in profit or loss (1,003) (347) (1,003) (139)	Recognised in equity - 744 - 744 Acquired in business combination - 606 - -	Closing balance at 30 June 2007 - 1,003 - 1,003		Note 21. Current liabilities – Trade and other payables	Trade payables 3,467 14,633 - -	Other payable to related parties (Note 40) 1,600 1,074 353 - Other payables 3,964 9,473 2,352 1,286		9,031 25,180 2,705 1,286			Note 22. Current liabilities – Loans and borrowings	Unsecured	Bank overdraft(a)(Note 10) 15,426 86 15,426 -

Schedule B - Emperor Financial Information | Page 174

(d) Project loan facility (h) DRD Gold working capital facility	The project loan facility was signed on 21 March 2006 between between ANZ Investment Bank and Emperor Mines Limited for US$42 million. The facility comprised of a US$35 million senior facility with a 59 month tenor and a US$7 million revolving working capital facility. The security in relation to this facility is as follows: DRD Gold Limited agreed to provide Emperor Mines Limited with a US$11 million working capital facility commencing on 30 September 2006. The loan bears interest at LIBOR plus 2.5% and has been entered into on normal commercial terms.	(a) Fixed and floating charges over the assets of Tolukuma Gold Mines in Papua New Guinea and The facility, including interest accrued, was repaid on 17 August 2007.	Western Australia;	(b) Fixed and floating charges over the assets of DRD Porgera, other than which require the consent (i) DRD Gold PPA loan	of the Porgera co-joint venturers, in Papua New Guinea and Western Australia; (c) Mortgages over the shares of DRD Porgera Limited and Tolukuma Gold Mines Limited; The purchase price adjustment (PPA) loan of US$5 million was entered into with DRD (Offshore) Limited to	(d) Tripartite agreements with key suppliers and contract counterparties; fund a portion of the purchase price in respect of the acquisition of the PNG assets. The loan bears interest	(e) Mortgage over the Tolukuma tenements; at LIBOR plus 2% and has been entered into under normal commercial terms.	(f) Fixed and floating charge over the assets of DRD Isle of Man Limited.	This loan including interest accrued was repaid on 17 August 2007.	The loan bears interest at LIBOR plus 2% per annum.	(j) Property loan	On 22 January 2007 Emperor signed documentation with ANZ Bank to increase the revolving working capital facility from US$7 million to US$22 million to fund the restructure of the Emperor assets and provide working The property loan of $1.4 million represents a mortgage over a property purchased in Brisbane in May 2006.	capital for the PNG operations and exit costs associated with the EGM Sale. The additional facility bears The loan required interest payments only for the first 5 years of the mortgage. The land and building provide	interest at LIBOR + 4.0%. security for the mortgage The loan bears interest at 6.79% per annum.	This facility was repaid on 17 August 2007. The loan was repaid on 17 August 2007.	(e) Hedge book loan (k) The carrying amounts of assets pledged as security for current and non-current borrowings are:	The Vatukoula gold forward hedge book with ANZ Bank was secured over the assets and mining rights of Consolidated Parent entity	Emperor Gold Mining Company Limited (Fiji). This was novated to Emperor Mines Limited on 28 March 2007 2007 2006 2007 2006	following the completion of the sale of the Vatukoula mine to Westech Gold Pty Ltd which included transfer of all the assets and liabilities (other than the ANZ Bank loan, lease liability and the gold hedge book). The $’000 $’000 $’000 $’000 Current	security over the Fijian assets was then released. Fixed and floating charge	On 16 May 2007 Emperor closed out its gold forward hedge book of 165,695 ounces at a spot price of US$670/oz. The hedge book was closed out at an amount of US$34.2 million and ANZ Bank agreed to defer the settlement of this amount until 31 December 2007 or earlier following receipt of funds from the sale of Emperor’s 20% interest in the Porgera Joint Venture. The deferral facility bears interest at LIBOR plus 3.7%. Cash and cash equivalents 7,740 16,907 1,087 - Receivables 3,240 8,373 2,063 - Inventories 8,700 32,744 - - Derivative financial instruments 996 3,913 44 - Assets classified as held-for-sale 138,505 - - - Total current assets pledged as security 159,181 61,937 3,194 -	This facility was repaid on 17 August 2007. Non-current	(f) Lease liability First mortgage Land and buildings 1,858 1,917 1,858 1,917	Lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default. The lease liability includes liabilities for finance leases provided by ANZ Bank (Fiji) for assets held in Fiji that Emperor Mines Limited agreed to retain as part of the sale of the Fijian assets. Fixed and floating charge Inventories - 41,307 - - Mine property, plant and equipment 2,212 130,406 362 - Investments in other financial assets - - - -	This facility was repaid on 17 August 2007. Total non-current assets pledged as security 4,070 173,630 2,220 1,917	(g) DRD Gold convertible note Total assets pledged as security 163,251 235,567 5,414 1,917	On 11 July 2005 Emperor Mines Limited entered into a $10 million convertible loan facility with the	Company’s major shareholder at the time, DRD Gold Limited, which was novated to DRD (Offshore) Limited	in March 2006. The facility bears interest at 9% per annum and is repayable by 31 December 2007. The	facility is convertible at DRD (Offshore) Limited’s election into fully paid shares of Emperor at conversion	price equal to the lower of A$0.30 or the 45 day volume weighted average price of Emperor Mines Limited	shares on the ASX prior to the date of conversion.	The facility, including interest accrued, was repaid on 17 August 2007.	- 60 - - 61 -

Schedule B - Emperor Financial Information | Page 175

86 13,408 2,740 59,093 - 1,046 10,550 - 6,961 1,480	86 13,408 2,740 59,093 - 1,046 10,550 - 6,961 1,480	86 13,408 2,740 59,093 - 1,046 10,550 - 6,961 1,480	86 13,408 2,740 59,093 - 1,046 10,550 - 6,961 1,480	95,364	95,364	95,364
re: 15,426 86 11,958 13,408 2,239 2,740 70,414 59,093 40,284 - 352 1,046 9,999 10,550 13,669 - 6,450 6,961 1,480 1,480				95,364
				172,271
s (continued) balance date a 15,426 11,958 2,239 70,414 40,284 352 9,999 13,669 6,450 1,480				172,271
2007 Floating interest rate 1 Year or less Total $’000 $’000 $’000 Vatukoula loan facility 11,958 - 11,958 Gold call option facility 2,239 - 2,239 Project loan facility 70,414 - 70,414 Hedge book loan 40,284 - 40,284 Lease liabilities 352 - 352 DRD Gold convertible note - 9,999 9,999 DRD Gold working capital loan 13,669 - 13,669 DRD Gold PPA loan 6,450 - 6,450 Property loan 1,480 - 1,480 Interest rate swap facility (notional amount) (4,591) 4,591 - Weighted average interest rate 7.24% 7.53% Note 22. Current liabilities – Loans and borrowing (m) Fair value The carrying amounts and fair values of borrowings at On balance sheet Non-traded financial liabilities Bank overdraft Vatukoula loan facility Gold call option facility Project loan facility Hedge book loan Lease liabilities DRD Gold convertible note			DRD Gold working capital loan DRD Gold PPA loan Property loan
			2006 Floating interest rate 1 Year or less Over 1 to 2 years Over 2 to 3 years Over 3 to 4 years Over 4 to 5 years Total $’000 $’000 $’000 $’000 $’000 $’000 $’000		Vatukoula loan facility 13,408 - - - - - 13,408 Gold call option facility 2,740 - - - - - 2,740 Project loan facility 59,093 - - - - - 59,093 Lease liabilities 1,046 - - - - - 1,046 DRD Gold convertible note - - 10,550 - - - 10,550 DRD Gold PPA loan 6,961 - - - - - 6,961 Property loan - - - - - 1,480 1,480 Interest rate swap facility (8,594) 3,438 5,156 - - - -	Weighted average interest rate 7.67% 4.64% 7.47% - - 6.79%
2007 Floating interest rate 1 Year or less Total $’000 $’000 $’000	Vatukoula loan facility 11,958 - 11,958 Gold call option facility 2,239 - 2,239 Project loan facility 70,414 - 70,414 Hedge book loan 40,284 - 40,284 Lease liabilities 352 - 352 DRD Gold convertible note - 9,999 9,999 DRD Gold working capital loan 13,669 - 13,669 DRD Gold PPA loan 6,450 - 6,450 Property loan 1,480 - 1,480 Interest rate swap facility (notional amount) (4,591) 4,591 -	Weighted average interest rate 7.24% 7.53%

Schedule B - Emperor Financial Information | Page 176

163,011 8,666 263,158 5,981 37,786	478,602 924	479,526
$0.38 $0.35 $0.53 $0.40	$0.40
157,765,579 23,200,000 751,879,699 13,285,343 97,565,000	1,043,695,621 2,310,000	1,046,005,621

Opening balance Share placement Share placement to DRD (Offshore) Limited as part of purchase consideration for the PNG assets of DRD (Offshore) Limited Share issue to ANZ Investment bank Share placement	Balance Share placement	Balance
1 July 2005 5 December 2005 6 April 2006 30 May 2006	30 June 2006 29 August 2006	30 June 2007

Schedule B - Emperor Financial Information | Page 177

				Parent entity	2007 2006	$’000 $’000					- -		- -	- -	1,295 391	1,295 391			- -	- -	- -	- -		- -	- - - -		- -	- -	- -			- -	- -		391 105	904 286	1,295 391		- -		- -		- -	- -				(139,939) (135,305)	(399,582) (4,634)	- -	(539,521) (139,939)
				Consolidated	2007 2006	$’000 $’000					- 13,973		(78,061) (78,061)	3,641 (17,233)	1,095 191	(73,325) (81,130)			13,973 -	- 13,973	(13,973)	- 13,973		(78,061) -	- (78,061) (78,061) (78,061)		(17,233) (12,543)	21,708 -	- (977)			(834) (3,713)	3,641 (17,233)		191 -	904 191	1,095 191		- -		(21,708) -		(3,922) -	(25,630) -				7,887 13,281	(237,047) (27,217)	- 21,823	(229,160) 7,887	- 67 -

Emperor Mines Limited Emperor Mines Limited	Notes to the financial statements Notes to the financial statements	For the year ended 30 June 2007 For the year ended 30 June 2007	Note 30. Share capital (continued)		(b) Ordinary shares		Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company	in proportion to the number of and amounts paid on the shares held. Note 31. Reserves and retained earnings	Ordinary shares entitle the holder to one vote, either in person or by proxy, at a meeting of the Company.	The parent entity raised $924,000 before costs, through the placement of 2,310,000 new shares on 29 (a) Reserves Asset revaluation reserve		August 2006. Business combination reserve		(c) Options Foreign currency translation reserve Share-based payments reserve		Information relating to the Emperor Mines Limited Employee Share Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial	year, is set out in Note 44. Movements:	(d) Reconciliation of parent entity equity and consolidated equity Asset revaluation reserve(i)	The consolidated equity for the group at 30 June 2007 includes the following items: Balance at start of year Reverse acquisition equity movement		Consolidated Impairment of assets	Balance at end of year	2007 2006 Business combination reserve(ii)	$’000 $’000 Balance at start of year	Equity of DRD Isle of Man Limited 168,778 168,778 Reverse acquisition equity movement Balance at end of year	Deemed cost of business combination (Note 41) 61,067 61,067 Foreign currency translation reserve(iii)	Share placement 30 May 2006 37,786 37,786 Balance at start of year Reclassified to amounts recognised directly	Share placement 29 August 2006 924 - in equity relating to assets held-for-sale Reverse acquisition equity movement		268,555 267,631 Net exchange differences on translation of	foreign controlled entity		There is a difference between the contributed equity of the parent entity and that of the consolidated equity Balance at end of year	as a result of accounting for the reverse acquisition in the June 2006 financial year. The consolidated entity includes the cost of DRD Porgera Limited and Tolukuma Gold Mines Limited at original cost. DRD Isle of Man Limited was the deemed acquirer of Emperor Mines Limited and the old Emperor was shown at fair value in the consolidated balance sheet in June 2006. Share-based payment reserve(iv) Balance at start of year Share based-payments (refer Note 44) Balance at end of year				From the perspective of the parent entity, Emperor Mines Limited has acquired all the shares in DRD Isle of Man Limited as the legal parent. This transaction was accounted for at the cost of the transaction per the share sale agreement of $312,360,000 in June 2006. (b) Amounts recognised directly in equity relating to assets held-for-sale Balance at start of year		Reclassified from foreign currency	translation reserve	Net exchange differences on translation of	foreign controlled entity	Balance at end of year	(c) Retained (losses)/earnings	Movements in related profits were as	follows:	Balance at start of year	(Loss) for the year	Reverse acquisition equity movement	Total retained (losses)/earnings	- 66 -

Schedule B - Emperor Financial Information | Page 178

	Consolidated	2007 2006	$’000 $’000	$’000 $’000	Note 32. Interests in joint ventures (continued)		(Restated)*		Share of assets and liabilities	Share of assets and liabilities	Current assets 9,239 9,569	Non-current assets 115,030 120,586 Total assets 124,269 130,155		Current liabilities (9,003) (12,348)		Non-current liabilities (11,282) (10,466) Total liabilities (20,285) (22,814)			Net assets 103,984 107,341			Share of revenue and results	Share of revenue and results	Revenues 57,855 87,196 Expenses (46,465) (65,891)	Profit before income tax 11,390 21,305			Share of commitments	Capital expenditure commitments - 8,353			Contingent liabilities relating to joint venture - -	*In June 2006 DRD Porgera Limited (the holding Company of the 20% interest in the Porgera Joint Venture ) numbers were presented	instead of the 20% interest in Porgera Joint Venture numbers. This has been restated to represent the 20% interest in the Porgera Joint Venture numbers.	Note 33. Remuneration of auditors		During the year the following fees were paid or payable for services provided by the auditor of the parent	entity, its related practices and non-related audit firms:		Consolidated Parent Entity	2007 2006 2007 2006	$ $ $ $		Audit services	Auditors of the Company	KPMG Australia: Audit and review of financial	reports (2007) 513,587 - 513,587 -	PWC Australia: Audit and review of financial	reports (2006) 124,319 633,644 124,319 633,644		Overseas auditors	Overseas KPMG firms: Audit and review of	financial reports 232,784 584,485 - -	Overseas PWC firms: Audit and review of	financial reports 16,863 226,751 - -	Total remuneration for audit services 887,553 1,444,880 637,906 633,644	- 69 -
Note 31. Reserves and retained earnings (continued)		(d) Nature and purpose of reserves			(i) Asset revaluation reserve	Prior to the business combination in April 2006, DRD Gold Limited acquired an equity interest in Emperor Mines	Limited in a series of transactions, giving rise to a step acquisition. The fair value at each stage of the acquisition was considered to determine the change in the fair value of previously held interests. These were accounted for as		revaluation increments within equity in June 2006. As the revaluation increment was allocated against the	Vatukoula assets in June 2006, the impairment of Vatukoula was first applied against this revaluation reserve.		Refer to Note 41 for further details in relation to how this reserve arose in the June 2006 consolidated financial statements.		(ii) Business combination reserve		In accounting for the step reverse acquisition, equity accounting losses in respect of previously held ownership interests were transferred to the Business combination reserve. Also included in the Business combination reserve		was the cash paid out of the consolidated group by the accounting acquiree to the ultimate parent, DRD Gold Limited. Refer to Note 41 for further details in relation to how this reserve arose in the June 2006 consolidated			financial statements.			(iii) Foreign currency translation reserve	Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency	translation reserve, as described in Note 1(d). The reserve is recognised in profit and loss when the net investment		is disposed of.	(iv) Share-based payment reserve	The share-based payment reserve is used to recognise the fair value of options issued but not exercised.			Note 32. Interests in joint ventures	Jointly controlled assets – Porgera Joint Venture	The consolidated entity held a 20% interest, via DRD Porgera Limited (a wholly owned subsidiary of Emperor	Mines Limited) in the Porgera Joint Venture (“PJV”) in Papua New Guinea as at 30 June 2007. The principal	activity of the joint venture is gold mining. The joint participants are Barrick Niugini (PNG) Limited (50%) (a	subsidiary of Barrick Gold), Barrick Goldfields PNG Holdings Limited (25%) (a subsidiary of Barrick Gold),	and Mineral Resources Enga Limited (5%) with Barrick Niugini Limited as the manager of the PJV.		In April 2007, Emperor announced the sale of its 20% interest in the Porgera Joint Venture to Barrick Gold	Corporation. Total consideration for the transaction was US$250 million plus an additional adjustment		amount, to be paid in cash. The effective date of the transaction was 1 April 2007 and the transaction was subsequently completed on 17 August 2007.													- 68 -

Schedule B - Emperor Financial Information | Page 179

Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007		Consolidated Parent entity	2007 2006 2007 2006	$’000 $’000 $’000 $’000		Note 35. Commitments for expenditure		Minimum expenditure and capital	Minimum expenditure and capital	commitments	Contracts for capital and tenement expenditure at the reporting date not provided for in the accounts:	Contracts for capital and tenement expenditure at the reporting date not provided for in the accounts:	Within one year 1,700 20,828 - -		Finance leases	Commitments in relation to finance leases are	payable as follows:	payable as follows:	Within one year 352 806 177 - Later than one year but not later than five years - 240 - -	Recognised as a liability 352 1,046 177 -			Note 36. Investments in controlled entities	This table represents the legal structure of investments in subsidiaries held by Emperor Mines Limited.	Country	Country	Name of entity Class of shares Country of incorporation outside of Australia where business is carried % Owner- ship 2007 % Owner- ship 2006 Other notes	Name of entity Class of shares Country of incorporation outside of Australia where business is carried % Owner- ship 2007 % Owner- ship 2006 Other notes	Name of entity Class of shares Country of incorporation outside of Australia where business is carried % Owner- ship 2007 % Owner- ship 2006 Other notes	Name of entity Class of shares Country of incorporation outside of Australia where business is carried % Owner- ship 2007 % Owner- ship 2006 Other notes	on	DRD Isle of Man Limited Ordinary Isle of Man Isle of Man 100 100 Disposed the	DRD Isle of Man Limited Ordinary Isle of Man Isle of Man 100 100 Disposed the	DRD Isle of Man Limited Ordinary Isle of Man Isle of Man 100 100 Disposed the	underlying asset	underlying asset	DRD Porgera Limited Ordinary PNG PNG 100 100 (PJV) on 17	August 2007-	August 2007-	refer Note 37	Tolukuma Gold Mines Limited Ordinary PNG PNG 100 100	Fortis Limited Ordinary PNG PNG 100 100	DRD Australasia Services Company Pty Ltd Ordinary Australia - 100 100	DRD Australasia Services Company Pty Ltd Ordinary Australia - 100 100	Emperor Gold Mining Company Limited Ordinary Fiji Fiji - 100 Disposed 28 March 2007	Emperor Gold Mining Company Limited Ordinary Fiji Fiji - 100 Disposed 28 March 2007	Jubilee Mining Company Limited Ordinary Fiji Fiji - 100 Disposed 28 March 2007	Jubilee Mining Company Limited Ordinary Fiji Fiji - 100 Disposed 28 March 2007	Koula Mining Company Limited Ordinary Fiji Fiji - 100 Disposed 28 March 2007	Koula Mining Company Limited Ordinary Fiji Fiji - 100 Disposed 28 March 2007	Tuvatu Gold Mining Company Limited Ordinary Fiji Fiji - 100 Disposed 28 March 2007	Tuvatu Gold Mining Company Limited Ordinary Fiji Fiji - 100 Disposed 28 March 2007	Sovereign Company Limited Ordinary Vanuatu Vanuatu 100 100	Emperor Finance Limited Ordinary Australia - - 100 Disposed 28 March 2007	Emperor Finance Limited Ordinary Australia - - 100 Disposed 28 March 2007	Emperor Australia Pty Limited Ordinary Australia - - 100 Disposed 28 March 2007	Emperor Australia Pty Limited Ordinary Australia - - 100 Disposed 28 March 2007

Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	Consolidated Parent Entity	2007 2006 2007 2006	$ $ $ $	Note 33. Remuneration of auditors (continued)		Other services	Auditors of the Company	KPMG Australia:		Audit of US-GAAP financial statements 355,677 735,893 355,677 4,893	Other assurance 16,325 - 16,325 -	PWC Australia: US-GAAP assurance services - 231,836 - -			Taxation services 169,450 133,100 169,450 133,100	Other advisory 1,076 4,010 1,076 4,010		PWC overseas firms Due diligence services - 12,296 - - Taxation services 35,778 65,504 - -		Other advisory 31,174 35,782 - -		Total remuneration for other services 609,480 1,218,421 542,528 142,003	Note 34. Contingencies	The Internal Revenue Commission of Papua New Guinea (“IRC”) has issued tax assessments to Tolukuma	Gold Mines Limited for the years 1996 to 2004 in which they have reduced the amount of allowable capital	expenditure claimed in respect of these years with a resulting increase in potential tax payable of $2,755,000		(PGK 6,800,000). TGM has lodged an objection with the IRC in relation to this matter on the grounds that the	Tolukuma mine life, based on reserves and annual production, was in accordance with claims in the tax return. The IRC have allowed TGM to defer payment of this assessment until such time as the matter is resolved. No provisions have been recorded in respect of this item as presented in the June 2007 financial statements.			On 13 March 2007, the PNG press published claims by a party that had allegedly undertaken a study	amongst the downstream communities that proved that Tolukuma tailings discharge is polluting the river and	poisoning local communities. A party claimed that the work had been undertaken under the auspices of two		Australian Health Authorities. Subsequently, it has been confirmed that no Government departments or health authorities, either in PNG or Australia, were involved in this alleged work and to date no report has			been published.		TGM continues to work with local and international stakeholders on environmental practices, and communication with key regulatory and law enforcement bodies. No provisions have been recorded in			respect of these items in the financial statements as presented for the year ended 30 June 2007.

Schedule B - Emperor Financial Information | Page 180

Emperor Mines Limited Emperor Mines Limited	Notes to the financial statements Notes to the financial statements	For the year ended 30 June 2007 For the year ended 30 June 2007	Note 37. Events occurring after reporting date Consolidated Parent entity	The sale of Emperor’s 20% interest in the Porgera Joint Venture (“PJV”) to Barrick Gold Corporation and the capital return to shareholders were approved by DRD Gold shareholders and Emperor shareholders at the 2007 2006 2007 2006 $’000 $’000 $’000 $’000	general meetings held on 27 July and 30 July 2007 respectively. The PJV sale transaction was completed on	17 August 2007 and subsequently Emperor retired all its debt facilities, leaving the Company debt and hedge Note 38. Reconciliation of loss from ordinary activities after income tax to net cash (used in)/from	free and with free cash in excess of $125 million before the capital return. Subsequent to the completion of the operating activities	capital return (5 cents per share distributed on 3 September 2007), the Company had cash on hand in excess	of $70 million. The gain on disposal of the 20% interest in Porgera Joint Venture, based on initial calculation, is Loss after income tax (237,047) (27,217) (399,582) (4,634)	estimated to be $167million. Depreciation and amortisation 20,283 19,947 266 16	Loss/(profit) on sale of non-current assets 151 - 166 -	On 20 August 2007, Emperor announced that it had signed an Alliance Agreement with a group of Indonesian Write down of investment and receivable to	and Australian investors to explore a large gold-silver-copper project in eastern Java. The Alliance Agreement recoverable amount - - 403,952 -	between Emperor Mines, PT Indo Multi Niaga and IndoAust Mining Limited sets out the framework for entering Profit on disposal of subsidiaries (16,028) - -	into a Joint Venture Agreement and undertaking further exploration on a property of approximately 116km2, Impairment of non-current assets 184,928 - -	located in the south eastern area of Java.The agreement paves the way to a full Joint Venture Agreement, (Writeback)/reverse acquisition movements (13,973) 33,924 - 5,981	which would see Emperor spend up to $5 million over five years, to earn a 51% interest in the project. An Net foreign exchange (gains)/losses (6,123) (6,162) (10,762) 591	option exists for Emperor to earn a further 19% interest in the project by funding additional exploration. Non-cash derivative financial instruments 12,545 - - -	Emperor may then fund feasibility studies to a capped amount, subject to certain conditions, including being Share-based payments 904 - 904 286	able to obtain relevant permits and licences. Changes in operating assets and liabilities	Decrease/(increase) in trade and other	On 10 September 2007, the Company announced its intention to divest the Tolukuma gold mine situated in receivables 2,579 (3,262) (2,042) 569	PNG as it does not fit with Emperor’s newly developed plans. The decision to divest the mine was made Decrease/(increase) in inventories 6,654 (452) - -	subsequent to the reporting date and the assets have not been classified as held for sale in the financial Decrease/(increase) in current and deferred tax	report. balances (5,899) (747) 364 (180)	On 18 September 2007, the Company announced an agreement to merge with Intrepid Mines Limited (“Intrepid”), where the respective companies have entered into a Merger Implementation Deed under which they have agreed to certain undertakings and arrangements to facilitate the merger. The surviving listed entity, Intrepid Mines Limited, will be a dynamic and well funded international gold producer, developer and explorer listed on both the Toronto Stock Exchange (“TSX”) and the Australian Stock Exchange (“ASX”). The (Decrease)/increase in trade and other payables (10,501) (1,929) 1,416 (41) (Decrease)/increase in provisions (4,384) 3,778 40 179 Increase/(decrease) in derivative financial instruments 9,485 (15,030) (44) - Increase/(decrease) in other operating liabilities 15,340 (293) - -	merger will take place by way of a scheme of arrangement, with Emperor shareholders receiving 1 Intrepid share for every 4.25 Emperor shares held. Existing unlisted Emperor employee options will be either Net cash (used in)/from operating activities (41,086) 2,557 (5,322) 2,767	cancelled for cash or new Intrepid options issued on equivalent terms and conditions. The merger is subject	to a number of conditions including Emperor and Intrepid shareholder approval, due diligence enquiries, Emperor maintaining surplus cash of at least $54 million prior to the second court hearing and any other Note 39. Key management personnel disclosures	regulatory approval, including TSX consent. Emperor has also provided financial accommodation to Intrepid Minerals Corporation, a wholly owned subsidiary of Intrepid, amounting to $5 million and holds an option to (a) Directors	convert this loan into Intrepid shares. Subject to achieving the above conditions, the transaction is expected The following persons were directors of Emperor Mines Limited during the financial year:	to be completed in early January 2008. Chairman – Non-Executive Director	On 18 September 2007, the Company also announced that Emperor’s 78.7% shareholder, DRD Gold G. Campbell	Limited intends to re-focus its attention on opportunities in South Africa and so intends to seek to realise its	investment in Emperor in an orderly manner. Emperor has agreed to work with DRD Gold Limited to seek to Executive Director	facilitate such an exit. The proposed merger with Intrepid is also subject to DRD Gold Limited being able to B. Gordon, Chief Executive Officer	successfully realise its investment in Emperor prior to completion.	Non-Executive Directors	R. McDonald	J. Sayers (appointed 10 November 2006)	I. McMaster (appointed 8 June 2007)	The following persons were directors of Emperor Mines Limited during the financial year until their	resignation date:	C. Moore, Chief Financial Officer (resigned 20 November 2006)	I. Graulich (resigned 8 February 2007)

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(ii) Option holdings	The number of options over ordinary shares in the Company held during the financial year by each director	of Emperor Mines Limited and other key management personnel of the Group, including their personally	related parties, are set out below:			2007	2007	Name Balance at Granted Exercised Other Balance at Vested and	the start of during the during the changes the end of exercisable	the year year as compensation year during the year(2) the year at the end of the year Directors	B. Gordon - 1,280,500(1) - - 1,280,500 422,565 G. Campbell - - - - - -	R. McDonald - 1,200,000 - - 1,200,000 396,000	J. Sayers - - - - - -	I McMaster - - - - - -	C. Moore - 857,900 - (857,900) - -	I. Graulich - 57,600 - (57,600) - -		Key management personnel	B. Sampson - 500,000 - - 500,000 -	B. Gill - - - - - -	F. Bourchier 300,000 500,000 - - 800,000 100,000	M. Norris - 500,000 - - 500,000 -	V. Chidrawi 214,100 400,000 - - 614,100 70,653		A. Labuschagne 389,200 - - (389,200) - -	P. Du Plessis 232,500 - - (232,500) - -	R. Johnson - 379,900 - (379,900) - -		(1)A further 1,000,000 options have been approved by the Remuneration Committee on 1 June 2007 for Mr B Gordon. These will be granted upon shareholder approval being obtained.	(2)Due to cessation as a Director or a key management personnel.
	(b) Other key management personnel	The following persons also had authority and responsibility for planning, directing and controlling the	activities of the consolidated entity, directly or indirectly during the financial year.	Name Position Employer Appointment Termination	date date			Brad Sampson Mine General Manager Tolukuma Gold Mines Limited 23 Aug 06		Brendan Gill Chief Financial Officer Emperor Mines Limited 04 Jun 07 Frazer Bourchier General Manager Business Development Emperor Mines Limited 01 Aug 06	Malcolm Norris General Manager Exploration Emperor Mines Limited 02 Oct 06	Vanessa Chidrawi General Counsel and Company Secretary Emperor Mines Limited 01 May 06	Andre Labuschagne Acting Chief Operation Emperor Mines Limited 31 Jul 06	Officer	Peter Du Plessis Mining Technical Services Manager Tolukuma Gold Mines Limited 28 Feb 07	Richard Johnson Executive Vice-President Emperor Mines Limited 01 Sep 06		Exploration	(c) Key management personnel compensation	Consolidated Parent entity 2007 2006 2007 2006	$ $ $ $	Short-term employee benefits 2,565,746 3,888,640 1,957,134 3,405,587	Post-employment benefits 1,059,159 773,842 856,062 621,984	Share-based payments 576,317 166,943 548,611 158,515	4,201,222 4,829,428 3,361,807 4,186,086	The Company has taken advantage of the relief provided by Corporations Regulation CRM2-04.06 and has	transferred the detailed remuneration disclosures to the Directors’ report. The relevant information can be found in sections A-C of the remuneration report on pages 10 to 16.		(d) Equity instrument disclosures relating to key management personnel	(i) Options provided as remuneration and shares issued on exercise of such options	Details of options provided as remuneration and shares issued on the exercise of such options, together with	terms and conditions of the options, can be found in section D of the remuneration report on page 17.

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Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	(iii) Share holdings	The numbers of shares in the Company held during the financial year by each director of Emperor Mines	Limited and other key management personnel of the Group, including their personally related parties, are set	out below. There were no shares issued during the reporting period as a result of the exercise of options	granted.	2007	Name Balance at the start Received during Other changes Balance at the end	of the year the year on the during the year of the year	exercise of options		B. Gordon - - 1,000,000(1) 1,000,000	G. Campbell - - 500,000(2) 500,000	R. McDonald 15,000 - 85,000(3) 100,000			C. Moore 1,500,000 - 1,500,000(4) N/A*					F. Bourchier 50,000 - - 50,000		V. Chidrawi 92,500 - -(6) 92,500					- 77 -
				Vested and	exercisable	at the end of	the year		-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-
				Balance at	the end of	the year			-		-	-	-	-	-	-	-	-	-	-	-		389,200	216,100	123,200	-	308,634	172,900
				Other	changes	during the	year		-		-	-	-	-	-	-	-	-	-	-	-		-	-	-	-	-	-
Emperor Mines Limited	Notes to the financial statements	For the year ended 30 June 2007	2006	Name Balance at Granted during Exercised	the start of the year as during the	the year compensation year		Directors	B. Gordon - - -	C. Moore - - -		J Wall - - -	I Murray - - -	M. Wellesley-Wood - - -	D.A. Ballhausen - - -	R.M. Willcocks - - -	R. Johnson - - -	M. Marriot - - -	G. Campbell - - -	R. McDonald - - -	I. Graulich - - -	Key management personnel	A. Labuschagne - 389,200 -	G. Shay* - 216,100 -	S. Spencer* - 123,200 -	S. O’Conner* - - -	S. Solanki* 233,334 75,300 -	C. Parshotam* - 172,900 -	* Not key management personnel in 2007.	- 76 -

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Emperor Mines Limited Emperor Mines Limited	Notes to the financial statements Notes to the financial statements	For the year ended 30 June 2007 For the year ended 30 June 2007	Note 39. Key management personnel disclosures (continued)	Note 40. Related party transactions	2006 (a) Parent entities	Name Balance at the start of the year Received during the year on the exercise of options Other changes during the year Balance at the end of the year The parent entity within the Group is Emperor Mines Limited. The ultimate parent entity and ultimate controlling party is DRD Gold Limited (incorporated in South Africa) which at 30 June 2007 owns 79.52% (2006-79.52%) of the issued ordinary shares of Emperor Mines Limited.	Directors (b) Subsidiaries	B. Gordon - - - -1 Interests in subsidiaries are set out in Note 36.	C. Moore - - 1,500,000 1,500,0002 (c) Key management personnel	G. Campbell - - - -7 Disclosures relating to key management personnel are set out in Note 39.	R. McDonald - - 15,000 15,0003 (d) Issue of share options to former director	I. Graulich - - - - At the Extraordinary general meeting held on 29 August 2006, shareholders approved issue of 552,780	I. Murray - - - - share options to former director of the Company, Mr Mark Wellesley-Wood. Mr Wellesley-Wood, who resigned as director of the Company on 26 June 2006, was the Chief Executive Officer (CEO) of DRD Gold	J.A. Wall - - 90,000 90,0004 Limited, Emperor’s major shareholder. Mr Wellesley-Wood retried as CEO of DRD Gold Limited in December 2006.	M. Wellesley-Wood - - 100,000 100,000 (e) Transactions with related parties	D.A. Ballhausen - - - - Consolidated Parent entity	R.M. Willcocks - - - -5 2007 2006 2007 2006	$’000 $’000 $’000 $’000	R. Johnson - - - -6 (Restated)*	Loans to subsidiaries	M. Marriott - - - - Balance at the beginning of the year - - 55,064 2,824	Key management personnel Loans advanced - - 89,256 45,984 Loan repayments received - - (10,049) 220	A. Labuschagne - - 50,000 50,000 Interest charged - - 3,287 4,479 Management fees charged - - 8,400 1,500	G. Shay - - 47,700 47,700 Management fees received - - (600) (450) Loan written off - - (127,894) -	S. Spencer - - 260,000 260,000 Loan impairment - - (14,263) -	S. O’Connor - - - - Foreign exchange movement - - (559) 507 Balance at the end of the year - - 2,642 55,064	S. Solanki - - 50,000 50,000 Loans from subsidiaries	C. Parshotam - - - - Balance at the beginning of the year - - (46,808) -	Loans advanced - - - (47,100)	Loan repayments received - - 867 180	(e) Loans to key management personnel Management fees charged - - - (273) Management fees received - - - 385	At the Extraordinary General Meeting held on 29 August 2006, a loan to Mr Brad Gordon was approved by shareholders to the value of $400,000 for the purchase of shares in the placement. The loan is repayable Foreign exchange movement - - 6,462 - Balance at the end of the year - - (39,479) (46,808)	after 60 months. Monthly interest payments are made at Australian BBS plus 1% and 25% of any gross	bonus or incentive payment to be utilised to reduce the outstanding balance of the loan. The loan is secured	through a first ranking mortgage over the shares. The loan becomes immediately repayable if Mr Gordon’s	employment ceases with Emperor Mines Limited for any reason other than redundancy.	(f) Other transactions with key management personnel	Nil

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Note 41. Business combination		Comparative financial information	DRD Gold’s interests in the Porgera Joint Venture, Tolukuma Gold Mines and Emperor Mines Limited were	DRD Gold’s interests in the Porgera Joint Venture, Tolukuma Gold Mines and Emperor Mines Limited were	previously owned via DRD Isle of Man Limited. In April 2006, Emperor Mines Limited completed the acquisition of the Australasian assets of DRD Gold. This transaction was accounted for as a reverse	acquisition in accordance with_AASB 3 Business Combinations_.	Business combination	Emperor Mines Limited acquired the PNG assets of DRD Gold Limited for consideration of A$312,360,000 (US$237,330,000) through the purchase of 100% of DRD Isle of Man Limited on 6 April 2006. The purchase price was paid by the issue of Emperor Mines Limited shares to DRD (Offshore) Limited to the value of A$263,158,000 (US$200,000,000), cash consideration of A$44,660,000 (US$32,330,000) and a short term loan provided by DRD (Offshore) Limited to the value of A$6,907,000 (US$5,000,000).	Emperor Mines Limited acquired the PNG assets of DRD Gold Limited for consideration of A$312,360,000 (US$237,330,000) through the purchase of 100% of DRD Isle of Man Limited on 6 April 2006. The purchase price was paid by the issue of Emperor Mines Limited shares to DRD (Offshore) Limited to the value of A$263,158,000 (US$200,000,000), cash consideration of A$44,660,000 (US$32,330,000) and a short term loan provided by DRD (Offshore) Limited to the value of A$6,907,000 (US$5,000,000).	Deemed acquirer	Based on the fact that DRD Gold Limited hold a controlling interest in Emperor Mines Limited after the	Based on the fact that DRD Gold Limited hold a controlling interest in Emperor Mines Limited after the	transaction, DRD Isle of Man, the legal subsidiary of Emperor Mines Limited, was the deemed acquirer in the business combination. The consolidated income statement for the year ended 30 June 2006 represented the annual results of DRD Isle of Man and the results of the former Emperor Mines Limited from the date of the acquisition. The balance sheet at 30 June 2006 also represented the financial position of the consolidated group at that time.	transaction, DRD Isle of Man, the legal subsidiary of Emperor Mines Limited, was the deemed acquirer in the business combination. The consolidated income statement for the year ended 30 June 2006 represented the annual results of DRD Isle of Man and the results of the former Emperor Mines Limited from the date of the acquisition. The balance sheet at 30 June 2006 also represented the financial position of the consolidated group at that time.	transaction, DRD Isle of Man, the legal subsidiary of Emperor Mines Limited, was the deemed acquirer in the business combination. The consolidated income statement for the year ended 30 June 2006 represented the annual results of DRD Isle of Man and the results of the former Emperor Mines Limited from the date of the acquisition. The balance sheet at 30 June 2006 also represented the financial position of the consolidated group at that time.	Asset revaluation reserve		Prior to the business combination, DRD Gold Limited had acquired an equity interest in Emperor Mines	Limited in a series of transactions, giving rise to a step acquisition. The fair value at each stage of the	Limited in a series of transactions, giving rise to a step acquisition. The fair value at each stage of the	acquisition was considered to determine the change in the fair value of previously held interests. These	acquisition was considered to determine the change in the fair value of previously held interests. These	were accounted for as revaluation increments within equity.	Business combination reserve	In accounting for the step reverse acquisition, equity accounting losses in respect of previously held	ownership interests was transferred to the business combination reserve. Also included in the business	combination reserve was the cash paid out of the consolidated group by the accounting acquiree to the	ultimate parent, DRD Gold Limited.			Consolidated Parent entity	2007 2006 2007 2006	$’000 $’000 $’000 $’000		Note 42. Non-cash investing and financing activities		Acquisition of property by incurring a mortgage - 1,480 - 1,480 Conversion of debt to equity - 141,533 - -	Acquisition of entities by means of equity issue - - - 263,158		- 143,013 - 264,638		- 81 -
	Consolidated Parent entity	2007 2006 2007 2006	$’000 $’000 $’000 $’000		Note 40. Related party transactions (continued)	(e) Transactions with related parties (continued)	(Restated)*	Loans from other related parties Balance at the beginning of the year (18,585) (102,668) (17,511) - Foreign exchange movement 3,420 (6,948) 3,593 (16,812) Loans advanced (14,309) (41,588) (14,309) - Interest charged (2,244) (699) (2,244) (699)	Management fees charged - (8,215) - -	Capitalisation of loan - 141,533 - -	Balance at the end of the year (31,718) (18,585) (30,471) (17,511)		Represented by:	Note 16 – Non-current assets – Receivables - - (5,460) (57,432) Note 21 – Trade and other payables 1,600 1,074 353 - Note 22 – Current liabilities – Loans and	borrowings 30,118 6,961 30,118 6,961	Note 26 – Non-current liabilities – Other payables - - 42,297 49,176	Note 27 – Non-current liabilities – Loans and	borrowings - 10,550 - 10,550		31,718 18,585 67,308 9,255			* Restated to adjust for Provision for doubtful debts of $82.361 million.	(f) Terms and conditions	The above transactions were made on normal commercial terms and conditions and at market rates, except	that there are no fixed terms for the repayment of principal on the loans advanced by Emperor Mines	Limited. The interest rate charged on the loans during the year was 8% (2006: 8%).		On 11 July 2005 the Company finalised an A$10,000,000 convertible loan facility with the Company’s major	shareholder, DRD Gold Limited. The convertible loan facility bears interest at 9% per annum and is	repayable by 31 December 2007. The facility is convertible at DRD Gold’s election into fully paid shares of	Emperor at conversion price, equal to the lower of $0.30 or the 45 day volume weighted average price of	Emperor shares on the ASX prior to the date of conversion. This loan including interest accrued was repaid on 17 August 2007.		The purchase price adjustment (PPA) loan of US$5 million was entered into with DRD (Offshore) Limited to	fund a portion of the purchase price in respect of the acquisition of the PNG assets. The loan bears interest	at LIBOR plus 2% and has been entered into on normal commercial terms. This loan including interest accrued was repaid on 17 August 2007.	DRD Gold Limited agreed to provide Emperor Mines Limited with a US$11 million working capital facility		commencing on 30 September 2006. The loan bears interest at LIBOR plus 2.5% and has been entered into	on normal commercial terms. This loan including interest accrued was repaid on 17 August 2007.	- 80 -

Schedule B - Emperor Financial Information | Page 185

Date exercisable	33% after 29 Aug 07; 33% after 29 Aug 08; 34% after 29 Aug 09.	33% after 2 Jun 08; 33% after 2 Jun 09; 34% after 2 Jun 10.
Value per option at grant date	$0.39	$0.07
Exercise price	$0.41	$0.13
Expiry date	29 Aug 2011	2 Jun 2012
Grant date	29 Aug 2006	1 Jun 2007
Option class	EMPAAG	EMPAAH
The establishment of the Emperor Mines Limited Employees and Directors Incentive Share Option Plan was approved by shareholders at the 1995 annual general meeting and subsequently on 29 August 2006 at the Extraordinary General Meeting. Eligible participants of the plan are employees (as determined by the Board) with not less than six months service and Directors upon appointment. Pursuant to this share option plan, options were granted to Directors (approved by shareholders at the extraordinary general meeting on 29 August 2006), and employees on 1 June 2007.

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Emperor Mines Limited Notes to the financial statements For the year ended 30 June 2007 Note 44. Share-based payments (continued) The options must be exercised in multiples of 100, unless all options available to the participant are exercised. Under the terms of the option plan an option also lapses on the earlier of: (i) the last exercise date; (ii) the date after the expiry of 90 days, or such other period determined by the Board, after the option holder ceases employment with the Company for any reason, including retirement, but not including dismissal for serious misconduct; and (iii) the date that the Board determines that the option holder has acted fraudulently, dishonestly, or in breach of their obligations to the Company and that the option is to be forfeited. The amounts disclosed for emoluments relating to options are the fair values at grant date of the options granted to directors and employees, allocated equally over the period from grant date to vesting date. Fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the terms of the option, the vesting and criteria, the impact of dilution, the non-tradable nature of the option, the share price at the grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The model inputs for options granted during the year ended 30 June 2007 included: Option Class EMPAAG EMPAAH (a) Options are granted for no consideration, for a five year period, however may only be exercised as to 33.33% after 1 year of service from the date of grant, as to 66.66% after 2 years of service from the date of grant and 100.00% after 3 years of service from the date of grant. Emperor Mines Limited Notes to the financial statements For the year ended 30 June 2007 Note 44. Share-based payments (continued) Grant date Expiry date Exercise price Balance at the start of the year Number Issued during the year Number Exercised during the year Number Lapsed during the year Number Balance at the end of the year Number Consolidated and parent entity – 2006 29-11-01 28-11-06 $0.29 225,000 - - (191,667) 33,333 31-10-02 30-10-07 $0.57 166,667 - - (66,667) 100,000 02-12-04 02-12-09 $0.63 2,300,000 - - (700,000) 1,600,000 29-08-06 08-05-11 $0.41 - 3,574,900 - - 3,574,900 Total 2,691,667 3,574,900 - (958,334) 5,308,233 Weighted average exercise price 0.60 0.41 - 0.56 0.41 No options were exercised during the year. Options expired during the period were as a result of resignations of employees and covered by the above tables. The weighted average contractual life of share options outstanding at the end of the period was 4.2 years (2006 – 3.70 years). (b) Expenses arising from share-based payment transactions Total expenses arising from share-base payment transactions recognised during the period as part of employee benefit expense were as follows: Consolidated Parent entity 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Options issued under employee option	Emperor Mines Limited Notes to the financial statements For the year ended 30 June 2007 Note 44. Share-based payments (continued) The options must be exercised in multiples of 100, unless all options available to the participant are exercised. Under the terms of the option plan an option also lapses on the earlier of: (i) the last exercise date; (ii) the date after the expiry of 90 days, or such other period determined by the Board, after the option holder ceases employment with the Company for any reason, including retirement, but not including dismissal for serious misconduct; and (iii) the date that the Board determines that the option holder has acted fraudulently, dishonestly, or in breach of their obligations to the Company and that the option is to be forfeited. The amounts disclosed for emoluments relating to options are the fair values at grant date of the options granted to directors and employees, allocated equally over the period from grant date to vesting date. Fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the terms of the option, the vesting and criteria, the impact of dilution, the non-tradable nature of the option, the share price at the grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The model inputs for options granted during the year ended 30 June 2007 included: Option Class EMPAAG EMPAAH (a) Options are granted for no consideration, for a five year period, however may only be exercised as to 33.33% after 1 year of service from the date of grant, as to 66.66% after 2 years of service from the date of grant and 100.00% after 3 years of service from the date of grant. Emperor Mines Limited Notes to the financial statements For the year ended 30 June 2007 Note 44. Share-based payments (continued) Grant date Expiry date Exercise price Balance at the start of the year Number Issued during the year Number Exercised during the year Number Lapsed during the year Number Balance at the end of the year Number Consolidated and parent entity – 2006 29-11-01 28-11-06 $0.29 225,000 - - (191,667) 33,333 31-10-02 30-10-07 $0.57 166,667 - - (66,667) 100,000 02-12-04 02-12-09 $0.63 2,300,000 - - (700,000) 1,600,000 29-08-06 08-05-11 $0.41 - 3,574,900 - - 3,574,900 Total 2,691,667 3,574,900 - (958,334) 5,308,233 Weighted average exercise price 0.60 0.41 - 0.56 0.41 No options were exercised during the year. Options expired during the period were as a result of resignations of employees and covered by the above tables. The weighted average contractual life of share options outstanding at the end of the period was 4.2 years (2006 – 3.70 years). (b) Expenses arising from share-based payment transactions Total expenses arising from share-base payment transactions recognised during the period as part of employee benefit expense were as follows: Consolidated Parent entity 2007 2006 2007 2006 $’000 $’000 $’000 $’000 Options issued under employee option	(b) Exercise price: $0.41 $0.13 (c) Grant date: 29 Aug 2006 1 Jun 2007 (d) Expiry date: 29 Aug 2011 2 Jun 2012 (e) Share price at award date: $0.61 $0.12 (f) Expected volatility of the Company’s shares: 75% 116% (g) Risk-free interest rate: 5.75% 6.45% (h) Expected dividend yield: 0% 0% (i) Expected vesting probability: 80% 80% Set out below are summaries of options granted under the plans: Grant date Expiry date Exercise price Balance at the start of the year Number Issued during the year Number Exercised during the year Number Lapsed during the year Number Balance at the end of the year Number Consolidated and parent entity – 2007 29-11-01 28-11-06 $0.29 33,333 - - (33,333) - 31-10-02 30-10-07 $0.57 100,000 - - - 100,000 02-12-04 02-12-09 $0.63 1,600,000 - - (1,200,000) 400,000 29-08-06 08-05-11 $0.41 3,574,900 4,328,480 - (4,431,780) 3,471,600 01-06-07 02-06-12 $0.13 - 3,450,000 - - 3,450,000 Total 5,308,233 7,778,480 - (5,665,113) 7,421,600 Weighted average exercise price 0.41 0.29 - 0.46 0.29 plan 904 191 904 286 Note 45. Deed of cross guarantee Emperor Mines Limited and Emperor Finance Limited were parties to a deed of cross guarantee under which each Company guaranteed the debts of the other until its disposal on 28 March 2007 to Westech Gold Pty Limited. The deed relieved the requirement to prepare financial reports and directors’ reports under Class Order 98/1418 issued by the Australian Securities and Investment Commission. Note 46. Investments in associates (a) Carrying amounts Information relating to associates is set out below: Name of Company Principal activity Ownership interest Consolidated Parent entity 2007 2006 2007 2006 2007 2006 % % $’000 $’000 $’000 $’000 Listed Emperor Mines Limited Gold mining - - - - - - The above associate is incorporated in Australia.
EMPAAH	(a) Options are granted for no consideration, for a five year period, however may only be exercised as to 33.33% after 1 year of service from the date of grant, as to 66.66% after 2 years of service from the date of grant and 100.00% after 3 years of service from the date of grant.	$0.13 1 Jun 2007 2 Jun 2012 $0.12 116% 6.45% 0% 80%
EMPAAG		$0.41 29 Aug 2006 29 Aug 2011 $0.61 75% 5.75% 0% 80%
Option Class		(b) Exercise price: (c) Grant date: (d) Expiry date: (e) Share price at award date: (f) Expected volatility of the Company’s shares: (g) Risk-free interest rate: (h) Expected dividend yield: (i) Expected vesting probability:

Schedule B - Emperor Financial Information | Page 187

	Emperor Mines Limited	Directors' declaration	30 June 2007	In accordance with a resolution of the directors of Emperor Mines Limited (the “Company”), we state that:-	1. In the opinion of the Directors:-		(a) the financial statements and notes and remuneration disclosures marked “audited” contained in the Remuneration report of the Directors report of the Company and of the consolidated entity set out on	(a) the financial statements and notes and remuneration disclosures marked “audited” contained in the Remuneration report of the Directors report of the Company and of the consolidated entity set out on	pages 26 to 86 are in accordance with the_Corporations Act 2001_, including:		(i) complying with Australian Accounting Standards (including the Australian Accounting	Interpretations) and the_Corporations Regulations 2001_; and		(ii) giving a true and fair view of the Company’s and consolidated entity’s financial position as at	30 June 2007 and of their performance, for the financial year ended on that date;	30 June 2007 and of their performance, for the financial year ended on that date;		(b) the financial report also complies with International Financial Reporting Standards as disclosed in	Note 1(a);	(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when	(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when	they become due and payable; and		(d) the remuneration disclosures set out on pages 10 to 17 of the Directors’ report marked “audited”	(d) the remuneration disclosures set out on pages 10 to 17 of the Directors’ report marked “audited”	comply with Accounting Standard AASB 124_Related Party Disclosures._	2. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial	Officer required by section 295A of the Corporations Act 2001.	G Campbell	Chairman	BA Gordon	Chief Executive Officer and Director	Brisbane	28 September 2007
					Consolidated	2007 2006	$’000 $’000			- 20,278	- (10,835)		- 15,512	- (24,955)			- -					- (10,835)	- -	- (10,835)
		Note 46. Investments in associates (continued)		(b) Movements in carrying amounts					Carrying amount at the beginning of the financial	year	Share of losses after income tax	(Impairment of investment)/reversal of	impairment	Disposals of associate to related party		Carrying amount at the end of the financial year			(c) Share of associates’ profits or losses			Loss before income tax	Income tax expense	Loss after income tax

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SCHEDULE C

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE RESULTING ISSUER

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 239

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 240

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 241

Intrepid Mines Limited Pro forma Statements of Combined Income (Unaudited)

Nine months ended September 30, 2007 (in thousands of US dollars)

Revenue from continuing operations Gold and silver sales Other income Expenses Cost of gold and silver sold - excluding depreciation and amortisation Cost of gold and silver sold - depreciation and amortisation Exploration and evaluation expenditure General and administration expenses - General - Option value expense Impairment of mining properties Borrowing costs Foreign exchange gain/(loss) (Loss)/profit before income tax benefit Income (tax)/benefit (Loss)/profit from continuing operations Gain from discontinued operations (net of income tax) (Loss)/profit Profit per share	Intrepid Emperor(1) Combined Pro forma Adjustments Note	Pro forma Combined
	27,311 31,511 58,862 - 339 690 1,029 - 27,650 32,241 59,891 - (22,139) (36,925) (59,064) - (8,735) (2,525) (11,260) - (1,089) (1,735) (2,824) - (2,538) (4,213) (6,751) - (328) (394) (722) - (30,000) (9,381) (39,381) - (2,109) (9,881) (11,990) - 274 (2,720) (2,446) - (39,014) (35,533) (74,547) - 9,000 (325) 8,675 - (30,014) (35,858) (65,872) - - 148,538 148,538 - (30,014) 112,680 82,666 -	58,862 1,029
		59,891 (59,064) (11,260) (2,824) (6,751) (722) (39,381) (11,990) (2,446)
		(74,547)
		8,675
		(65,872) 148,538
		82,666
		0.19

(1) Emperor Mines Limited functional and reporting currency is Australian dollars. For the purposes of the compilation report all the Emperor Mines Limited results for the nine months ended September 30, 2007 have been translated into United States dollars using the average exchange rate for the nine months to September 30, 2007 of 0.8189

(2) The proforma compilation was based on publicly available financial statements. The proforma compilation has not attempted to restate historical amounts in relation to discontinued operations. Emperor Mines Limited announced its intention to sell Tolukuma Mine on September 10, 2007. Emperor Mines Limited sale of its interest in the Porgera Mine completed in August 2007. The unaudited interim financial statements of Emperor Mines Limited for the 3 months to September 30, 2007 used in the above proforma compilation record all results for Tolukuma Mine for that three month period in gain from discontinued operations. However, the results of the Tolukuma Mine and for the Porgera Mine for the six months to June 30, 2007 used in the above proforma compilation are included within (loss)/profit from continuing operations.

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 242

For readers’ information, the contribution of theTolukuma Mine and the Porgera Mine to the results of continuing operations for the six months to June 30, 2007 are provided in the table below. This information has been developed based on Segment Reporting notes contained in audited and reviewed financial statements along with unaudited management accounting information supplied by Emperor Mines Limited.

Revenue Gold and silver sales Other income Expenses Cost of gold and silver sold - excluding depreciation and amortisation Cost of gold and silver sold - depreciation and amortisation Exploration and evaluation expenditure General and administration expenses - General - Option value expense Impairment of mining properties Borrowing costs Foreign exchange gain/(loss) (Loss)/profit before income tax benefit Income (tax)/benefit (Loss)/profit	31,551 (77)
	31,474 (36,925) (2,525) (1,082) - (33) (9,381) (4,701) (2,135)
	(25,308)
	(1,058)
	(26,366)

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 243

Intrepid Mines Limited Pro forma Statements of Combined Income (Unaudited)

Twelve months ended December 31, 2006 (in thousands of US dollars)

Revenue from continuing operations Gold and silver sales Other income Expenses Cost of gold and silver sold - excluding depreciation and amortisation Cost of gold and silver sold - depreciation and amortisation Exploration and evaluation expenditure General and administration expenses - General - Option value expense Impairment of mining properties Borrowing costs Foreign exchange gain/(loss) Share of net profits of associates accounted for using the equity method (Loss)/profit before income tax benefit Income (tax)/benefit (Loss)/profit from continuing operations (Loss) of discontinued operations (net of income tax) (Loss)/profit (Loss) per share	Intrepid(1) Emperor(2) Combined Pro forma Adjustments Note	Pro forma Combined
	37,472 90,966 128,438 - 292 183 475 - 37,764 91,149 128,913 - (25,237) (85,986) (111,223) - (8,988) (10,987) (19,975) - (2,217) (4,351) (6,568) - (2,507) (5,835) (8,342) - (139) (566) (705) - - (11,617) (11,617) - (1,749) (977) (2,726) - (48) 41 (7) - - 12,256 12,256 - (3,121) (16,873) (19,994) - - (2,875) (2,875) - (3,121) (19,748) (22,869) - - (160,352) (160,352) - (3,121) (180,100) (183,221) -	128,438 475
		128,913 (111,223) (19,975) (6,568) (8,342) (705) (11,617) (2,726) (7) 12,256
		(19,994)
		(2,875)
		(22,869) (160,352)
		(183,221)
		(0.43)

(1) Intrepid Mines Limited functional and reporting currency for the six months to June 30, 2006 was Australian dollars. For the purposes of the compilation report the results for the six month period up to June 30, 2006 were translated into United States dollars using the average exchange rate for the March 31, 2006 (0.7393) and June 30, 2006 (0.7470) quarters.
(2) Emperor Mines Limited functional and reporting currency is Australian dollars. For the purposes of the compilation report all the Emperor Mines Limited results for the twelve months ended December 31, 2006 have been translated into United States dollars using the average exchange rate for the twelve months to December 31, 2006 of 0.7535.
(3) The proforma compilation was based on publicly available financial statements. The proforma compilation has not attempted to restate historical amounts in relation to discontinued operations. Emperor Mines Limited disposed of its Porgera Mine in PNG and Vatukoula Mine in Fiji in 2007. In addition, Emperor Mines Limited announced its intention to sell its only remaining mining operation, the Tolukuma Mine, on September 10, 2007. The unaudited interim financials statements of Emperor Mines Limited used to compile the 12 months to December 31, 2006 include mining operation results in continued operations for the six months to June 30, 2006 for Porgera Mine, Vatukoula Mine and Tolukuma Mine. In the six month to December 31, 2006 the results of the Vatukoula Mine were reported in Loss from discontinued operations.

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 244

For readers’ information, the contribution of the Porgera Mine, Vatukoula Mine and Tolukuma Mine to the compiled results of continuing operations for the twelve months to December 31, 2006 are provided in the table below. This information has been developed based on Segment Reporting notes contained in audited and reviewed financial statements along with unaudited management accounting information supplied by Emperor Mines Limited.

Revenue Gold and silver sales Other income Expenses Cost of gold and silver sold - excluding depreciation and amortisation Cost of gold and silver sold - depreciation and amortisation Exploration and evaluation expenditure General and administration expenses - General - Option value expense Impairment of mining properties Borrowing costs Foreign exchange gain/(loss) Share of net profits of associates accounted for using the equity method (Loss)/profit before income tax benefit Income (tax)/benefit (Loss)/profit	90,966 87
	91,053 (85,986) (10,851) (4,217) - - (11,617) (914) (3,107) 12,256
	(13,383)
	(1,510)
	(14,893)

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 245

Intrepid Mines Limited Pro forma Statements of Combined Balance Sheets (Unaudited)

Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Available-for-sale financials assets Held for sale assets of discontinued operations Total current assets Non-current assets Property, plant and equipment Mining properties Deferred tax assets Other Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Borrowings Provisions Financial instruments Held for sale liabilities of discontinued operations Total current liabilities Non-current liabilities Borrowings Provisions Financial instruments Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity	At September 30, 2007 (in thousands of US dollars) Intrepid Emperor(1) Combined Pro forma Adjustments Note	Pro forma Combined
	1,540 67,267 68,807 (843) a 1,870 6,510 8,380 (4,393) b 2,874 - 2,874 - 352 - 352 - - 13,569 13,569 - 6,636 87,346 93,982 (5,236) 10,488 1,905 12,393 - 67,768 - 67,768 2,357 a 3,437 - 3,437 - 272 - 272 - 81,965 1,905 83,870 2,357 88,601 89,251 177,852 (2,879) 4,413 12,719 17,132 - 17,656 - 17,656 (4,393) b 386 1,363 1,749 - 8,882 - 8,882 - - 8,374 8,374 - 31,337 22,456 53,793 (4,393) 30 - 30 - 461 40 501 - 2,575 - 2,575 - 13,434 - 13,434 - 16,500 40 16,540 - 47,837 22,496 70,333 (4,393) 40,764 66,755 107,519 1,514 106,869 189,980 296,849 (121,872) a 2,207 (61,217) (59,010) 61,378 a (68,312) (62,008) (130,320) 62,008 a 40,764 66,755 107,519 1,514	67,964 3,987 2,874 352 13,569
		88,746
		12,393 70,125 3,437 272
		86,227
		174,973
		17,132 13,263 1,749 8,882 8,374
		49,400
		30 501 2,575 13,434
		16,540
		65,940
		109,033
		174,977 2,368 (68,312)
		109,033

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 246

Intrepid Mines Limited Notes to Pro forma Combined Financial Statements (Unaudited) (in thousands of US dollars)

(1) Basis of presentation

The accompanying pro forma combined financial statements of Intrepid Mines Limited (‘Intrepid’ or the ‘Company’) have been prepared in accordance with Australian equivalents to International Financial Reporting Standards (‘AIFRS’), other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001 . The pro forma combined financial statements have been prepared by management from the unaudited interim consolidated financial statements of Intrepid Mines Limited for the nine months ended September 30, 2007, the annual audited consolidated financial statements of Intrepid Mines Limited for the six months ended December 31, 2006, the unaudited interim consolidated financial statements of Intrepid Mines Limited for the six months ended June 30, 2007, the unaudited interim consolidated financial statements of Emperor Mines Limited for the three months ended September 30, 2007, the annual audited consolidated financial statements of Emperor Mines Limited for the year ended June 30, 2007, and the unaudited interim consolidated financial statements of Emperor Mines Limited for the six months ended December 31 2006. The pro forma combined financial statements have been prepared to reflect the assumptions described below with respect to the proposed merger.

These pro forma combined financial statements are based on estimates and information currently available. The accounting policies used in the preparation of the pro forma combined financial statements are those disclosed in the December 31, 2006 annual audited financial statements of Intrepid Mines Limited.

The purchase price allocation is based upon management’s current best estimate of the relative fair values of the identifiable assets acquired and liabilities assumed. The actual purchase price allocation will be based on the fair values of the assets and liabilities on the date the transaction becomes effective. These pro forma combined financial statements are not necessarily indicative of the financial position and results of operations of Intrepid Mines Limited that would have occurred if these transactions had taken place on the dates indicated or the financial position and operating results which may be obtained in the future.

The underlying assumptions for the pro forma adjustments provide a reasonable basis for presenting the significant financial effects directly attributable to such transactions. However, these pro forma adjustments are based on available financial information and certain estimates and assumptions. The actual adjustments to the combined financial statements of Intrepid Mines Limited will depend on a number of factors. Therefore, the actual adjustments will differ from the pro forma adjustments. Management believes that such assumptions provide a reasonable basis for fairly presenting all of the significant effects of the transactions contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma combined financial statements.

These pro forma combined financial statements should be read in conjunction with the unaudited interim consolidated financial statements of Intrepid Mines Limited for the nine months ended September 30, 2007, the audited annual consolidated financial statements of Intrepid Mines Limited for the six months ended December 31, 2006, the unaudited interim consolidated financial statements of Emperor Mines Limited for the three months ended September 30, 2007 and the audited annual consolidated financial statements of Emperor Mines Limited for the year ended June 30, 2007.

(2) Pro forma adjustments and assumptions

The following adjustments have been made to the proforma financial statements to reflect the impact of the transactions outlined below as if they had taken place as at January 1, 2006:

a. Impact of Proposed Merger

The pro forma information has been prepared assuming Intrepid issue to Emperor shareholders, one (1) New Intrepid Share for every four and a quarter (4.25) Emperor shares held. Based on information available at the date of this Circular and the requirements of accounting standards, Intrepid is assumed to be the acquirer for accounting purposes. The fair value of consideration will be determined by reference

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 247

to the Intrepid share price at the date of acquisition. For the purposes of the pro forma balance sheet, the consideration is assumed to be $69,112,000 comprising $68,108,000 for shares issued based on an Intrepid share price of A$0.315 per share (calculated using the closing price weighted average of trading in IAU shares on the ASX and TSX for the period from January 2, 2008 to January 18, 2008), $240,000 allocated for the cash expended (A$89,826) and options issued (Black Scholes option value A$182,922) in settlement of the Emperor Mines Limited options, and estimated costs attributable to the acquisition of $764,000.

The $2,357,000 increment of purchase consideration over and above the net assets of Emperor acquired at September 30, 2007 has been allocated to Mining Properties in recognition of the future potential of the exploration interests retained by Emperor Mines Limited.

The Directors are not in a position as at the date of the Offer to assess the fair value of the net assets of Emperor being acquired or identify separately identifiable intangible assets. The fair value assessment of Emperor net assets will be performed post the acquisition (including identification of any intangible assets acquired) and it is possible that this amount will be allocated to other assets and goodwill.

b. Inter entity loan

At September 30, 2007 Emperor Mines Limited had advanced to Intrepid Mines Limited a loan of $4,393,000 (A$5,000,000). Upon consolidation, this would become an inter entity balance which would be eliminated.

Emperor Scheme Booklet

An earlier statement of the pro forma financial position of the Merged Group was made publicly available for Emperor as part of their Scheme Booklet to provide information to its shareholders for the purpose of seeking their approval for the Proposed Merger.

This information was prepared up to June 30, 2007, which is three (3) months prior to the date which the information contained in this Booklet is prepared and may differ to more recently available information compiled in this report.

(3) Pro forma net income per share

The calculation of net income per share on the pro forma combined statements of income is based on the pro forma number of Common Shares outstanding for the nine months ended September 30, 2007 and twelve months ended December 31, 2006 had the issuance taken place on January 1, 2006. At January 21, 2008 Intrepid Mines Limited had 166,229,266 ordinary shares and 15,554,153 exchangeable shares on issue and Emperor Mines Limited had 1,046,005,621 shares on issue. Based on the 1:4.25 exchange ratio the resultant merged entity will have 427,902,389 shares outstanding.

Schedule C - Pro Forma Consolidated Financial Statements for the Resulting Issuer | Page 248

ACN 060 156 452

Proxy form for holders of Ordinary Shares

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Appointment of proxy

I / We being a shareholder / s of Intrepid Mines Limited and entitled to attend and vote hereby appoint:

The Chairman of OR the Meeting (mark with an ‘X’) Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my / our Proxy to attend and act generally at the meeting on my / our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Special Meeting of Intrepid Mines Limited to be held at the offices of Gardiner Roberts LLP, Suite 3100, Scotia Plaza, 40 King Street West, Toronto, Ontario on March 3, 2008 at 9:45 a.m. Toronto Time (11:45 p.m Perth Time) and at any adjournment of that meeting. THIS PROXY IS BEING SOLICITED ON BEHALF OF MANAGEMENT OF INTREPID MINES LIMITED.

Important information if appointing the Chairman as your Proxy

If you appoint the Chairman as your Proxy, but do not wish to direct your Proxy how to vote on a Resolution, you must place a mark in the boxes below headed ‘Proxy’s Discretion’ in respect of that Resolution. By marking this box, you acknowledge that the Chairman may exercise your Proxy even if he has an interest in the outcome of the Resolution and votes cast by him other than as Proxy Holder will be disregarded because of that interest. If you appoint the Chairman as your Proxy, but do not mark any box, the Chairman will be unable to exercise your Proxy vote. If you appoint the Chairman as your Proxy and place a mark in any box headed ‘Proxy’s Discretion’, the Chairman intends to exercise your Proxy to vote in favour of that Resolution.

Voting directions to your Proxy – please mark � to indicate your directions

					Proxy’s
		For	Against	Abstain*	discretion
Resolution 1:	Approval of Arrangement with Emperor Mines Limited	�	�	�	�
Resolution 2:	Ratify issuance of 210,000 ordinary shares	�	�	�	�
If you participated in the placement that is the subject of this resolution 2, you are excluded			from voting and	should abstain.
Resolution 3:	Ratify issuance of 1,881,257 ordinary shares	�	�	�	�
If you participated in the placement that is the subject of this resolution 3, you are excluded			from voting and	should abstain.
Resolution 4:	Ratify issuance of 2,000,000 options to acquire ordinary shares	�	�	�	�
If you participated in the placement that is the subject of this resolution 4, you are excluded			from voting and	should abstain.
Resolution 5:	Approval of increase of maximum amount of non-executive director compensation to A$750,000	�	�	�	�
Non-executive directors are excluded from voting on this resolution 5 and should abstain.

If you mark the Abstain box for a particular Resolution, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second Proxy (see instructions overleaf)

If you wish to appoint a second Proxy, state the percentage of your voting rights applicable to the Proxy appointed by this form.

Please sign here

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Shareholder 1 Sole director & sole company secretary	Shareholder 2 Director	Date

Sole director & sole company secretary

How to complete this Proxy Form

1. Your Name and Address

Your name and address as it appears on your Holding Statement and the Company’s Share Register has been inserted overleaf. If shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this Form.

2. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your Proxy, mark the box. If the person you wish to appoint as your Proxy is someone other than the Chairman of the Meeting, please write the name of that person. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairman of the Meeting will be your Proxy. A Proxy need not be a Shareholder of the Company.

3. Votes on Resolutions

You may direct your Proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights is to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your Proxy may vote as he or she chooses. If you mark more than one box on a Resolution, your vote on that Resolution will be invalid.

4. Appointment of a second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy Form may be obtained by telephoning the Company Secretary, Mr Derek Humphry on (08) 9346 0000 or you may photocopy this form. To appoint a second Proxy you must, on each Proxy Form, state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant Proxy. If both Proxy Forms do not specify that percentage, each Proxy may exercise half your votes. Fractions of votes will be disregarded.

5. Signing instructions

You must sign this form as follows in the spaces provided:

Individual : where the holding is in one name, the holder must sign. Joint holding : where the holding is in more than one name, all of the Shareholders should sign. Power of Attorney : to sign under Power of Attorney, you must have already lodged this document with the Company’s Share Registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies : where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting, a ‘Certificate of Appointment of Corporate Representative’ should be produced prior to admission.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at one of the addresses given below not later than 48 hours before the commencement of the meeting; ie. no later than 11:45 pm Perth time on March 1, 2008 (or 9:45 am Toronto time on March 1, 2008) . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Intrepid Mines Limited or c/o Advanced Share Registry Services c/o Equity Transfer & Trust Company Post Office Box 1156 Suite 400, 200 University Avenue NEDLANDS Western Australia 6909 Toronto, Ontario, M5M 4H1 Facsimile: +61 (08) 9389 7871 Facsimile: +1 (416) 361 0470

AI assistant

AIC MINES LIMITED — Proxy Solicitation & Information Statement 2008

64266_rns_2008-01-31_acb4746d-f030-41e2-8a33-95acc4280c00.pdf

GENERAL MEETING OF SHAREHOLDERS 3 MARCH 2008

NOTICE OF SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

RELATING TO THE PROPOSED ACQUISITION OF ALL OF THE ISSUED AND OUTSTANDING SECURITIES OF EMPEROR MINES LIMITED

CIRCULAR DATE: JANUARY 24, 2008

Dear Shareholder,

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A G E N D A

Special Business

Snap Shot Time

Proxies for Ordinary Shareholders and Voting Directions for Exchangeable Shareholders

T A B L E O F C O N T E N T S

NO SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

NOTICE TO SECURITY HOLDERS IN THE UNITED STATES

REPORTING CURRENCY

FORWARD LOOKING STATEMENTS

INFORMATION CONTAINED IN THIS CIRCULAR

SUMMARY OF INFORMATION CIRCULAR

The Meeting

The Arrangement

Objective

Shareholders entitled to Vote on the Arrangement

Vote Required

Terms of the Arrangement

Emperor Mines Limited

The Resulting Issuer

Approval and Recommendation by the Board of Directors

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ARRANGEMENT AND DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF INTREPID AND ITS SHAREHOLDERS AND IS FAIR TO ALL SHAREHOLDERS AND RECOMMENDS THAT ALL SHAREHOLDERS VOTE FOR AND IN FAVOUR OF THE ARRANGEMENT.

The Merger Implementation Deed

Pre-Conditions

Covenants Regarding Non-Solicitation

Additional Required Approvals

Emperor Shareholder Approval

Court Approval

Regulatory Approval and Listing on the TSX and ASX

Voting by Proxy

Risk Factors

GLOSSARY OF TERMS

GENERAL INFORMATION FOR THE MEETING

SOLICITATION OF PROXIES

INFORMATION FOR HOLDERS OF EXCHANGEABLE SHARES

APPOINTMENT AND REVOCATION OF PROXIES

VOTING INSTRUCTIONS FOR EXCHANGEABLE SHARES

DEPOSIT OF PROXY AND VOTING DIRECTION FORMS

ADVICE TO BENEFICIAL SHAREHOLDERS

EXERCISE OF DISCRETION BY PROXIES

ALL AS MORE PARTICULARLY DESCRIBED IN THIS CIRCULAR.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

SHARE REGISTRIES

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

MATTERS TO BE ACTED UPON

1. THE ARRANGEMENT

Purpose of the Arrangement

Background to the Arrangement

Proposed Timetable for Arrangement

Details of the Arrangement

Recommendation of the Board of Directors

Interests of Certain Persons in the Arrangement

Procedure for the Arrangement to Become Effective

Shareholder Approval

Court and Regulatory Approval of the Arrangement

No Approval required for Grant of Intrepid Arrangement Options to Brad Gordon

2. OTHER ISSUANCES OF SECURITIES

Resolution 2

Resolution 3

Resolution 4

Issue of securities under the 2007 Flow-Through Financing (Resolution 2)

Issue of Shares on conversion of Convertible Loan (Resolution 3)

Issue of Options on conversion of Convertible Loan (Resolution 4)

3. INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES MAXIMUM LIMIT

SECURITIES REGULATORY MATTERS

Canadian Securities Law Matters

Australian Securities Law Matters

THE MERGER IMPLEMENTATION DEED

Conditions Precedent to the Arrangement

Non-Waivable Conditions

Mutual Conditions Precedent

Additional Conditions Precedent for the benefit of Emperor

AIC MINES LIMITED Proxy Solicitation & Information Statement 2008