CENTAURUS METALS LIMITED — Capital/Financing Update 2003

Jul 30, 2003

31 July 2003

Manager Company Announcements Company Announcements Office Australian Stock Exchange Limited Level 10, 20 Bond Street SYDNEY NSW 2000

Dear Sir

We enclose the following documents:

• $\mathbf{1}$ . Announcement regarding the placement of 16,000,000 ordinary shares at 3.2 cents per share.
• $\overline{2}$ . Copy of prospectus.
• Letter to shareholders. $\overline{3}$ .

Yours faithfully

Charit

ALLANT HARRIS Director

G L E N ARRY

31 July 2003

Manager Company Announcements Company Announcements Office Australian Stock Exchange Limited Level 10, 20 Bond Street SYDNEY NSW 2000

Dear Sir

ANNOUNCEMENT PLACEMENT OF 16.000.000 ORDINARY SHARES AT 3.2 CENTS PER SHARE

The directors of Glengarry Resources Limited are pleased to announce that the company proposes to place 16,000,000 fully paid ordinary shares at 3.2 cents per share. The issue closes on 31 October 2003 but the directors may close the issue at any time before that date. A prospectus dated 31 July 2003 has been lodged with the ASX and the Australian Securities and Investments Commission on 31 July 2003.

The issue is not underwritten and existing shareholders and private investors will be invited to apply for shares under the issue. Applications for shares under the issue will be allotted at the sole discretion of the directors. Member firms of the ASX who lodge applications on behalf of their clients will receive a commission of 5% of the amount subscribed. Funds raised from the issue are intended to be used to fund exploration at the company's Cannington, Diamantina and Charters Towers Projects.

Copies of the prospectus are available from the company as follows:

Telephone: $(08)$ 9322 4929 Facsimile: $(08)$ 9322 5510 $Email:$ $info(\partial \gtrsim)$ elengarrynl.com.au

Yours faithfully

$l$ and $l$

ALLANT HARRIS Director

CONTACTS
DAVID RICHARDS	ALLAN HARRIS	TONY ALSTON
Perth office	Perth office	Townsville office
' Telephone: (08) 9322 4929	Telephone: (08) 9322 4929	Telephone: (07) 4772 5880

GLENGARRY RESOURCES LIMITED ABN 40 009 468 099

PRINCIPAL OFFICE Telephone: (08) 9322 4929 Facsimile: (08) 9322 5510 PO Box 975, West Perth, WA 6872 35 Havefock Street, West Perth, WA 6005 Website: www.glengarrynl.com.au Email: info@glengarrynl.com.au

GLENGARRY RESOURCES LIMITED ABN 40 009 468 099 ASX CODE: GGY

PLACEMENT PROSPECTUS

31 July 2003

For a placement of up to 16,000,000 New Shares at an issue price of 3.2 cents per share.

THIS OFFER CLOSES AT 5.00PM WST ON 31 OCTOBER 2003. ACCEPTANCES AND PAYMENT MUST BE RECEIVED BEFORE THAT TIME.

SHARES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

This Prospectus will also be issued as an electronic prospectus

CORPORATE DIRECTORY

Directors

Allan Thomas Harris (Chairman) FCA 17 Brodrick Street Karrinyup WA 6018

Anthony James Alston BSc (Geol), MAusIMM, MAIG 8 Seventh Street Railway Estate QLD 4810

Michael John Glasson BSc (Hons), MSc, FAusIMM 5 Grove End Ridge Mt Claremont WA 6010

Company secretary

Allan Thomas Harris FCA 17 Brodrick Street Karrinyup WA 6018

Share registry

Advanced Share Registry Services Level 7 200 Adelaide Terrace East Perth 6004 $(08)$ 9221 7288

Stock exchange listings

Glengarry Resources Limited shares and options are listed on the Australian Stock Exchange *

• ⋟ Ordinary shares (ASX Code GGY)
• $\geq$ Options exercisable at 15 cents per share on or before 31 March 2005 (ASX Code GGYOA)

Principal registered office in Australia

35 Havelock Street West Perth 6005 (PO Box 975, West Perth 6872)

Telephone	$(08)$ 9322 4929
Facsimile	$(08)$ 9322 5510
Email	info@glengarrynl.com.au
Web Site	www.glengarrynl.com.au

Queensland office

68 Railway Avenue Railway Estate Townsville 4810 (PO Box 908, Castletown 4812)

Telephone Facsimile Email

$(07)$ 4772 5880 $(07)$ 4772 4999 alstontony@bigpond.com

*These entities have not been involved in the preparation of any part of this Prospectus and have not consented to be named in this Prospectus. Their names are included for information purposes only.

IMPORTANT INFORMATION

This Prospectus is dated 31 July 2003 and was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus.

No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

This document is important and requires your immediate attention. Applicants should read this Prospectus in its entirety before deciding to participate in the Offer. If after reading this Prospectus you have any questions about the Offer, you should contact your stockbroker, solicitor, accountant or professional adviser.

A copy of this Prospectus is available for inspection at the registered office of the Company at Ground floor, 35 Havelock Street, West Perth, Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5).

The Company will apply to ASX within 7 days of the date of this Prospectus for Official Quotation by ASX of the Shares offered by this Prospectus.

The Shares offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks.

Applications for Shares can only be submitted on the Acceptance Form attached to and forming part of this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

No action has been taken to permit the offer of Securities under this Prospectus in any jurisdiction other than Australia.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom it would be unlawful to issue this Prospectus.

Please refer to the Glossary in Section 6 for terms and abbreviations used in parts of this Prospectus.

GLENG ARRY

TABLE OF CONTENTS

Section		Page
	1. DETAILS OF THE OFFER
	2. ACTION REQUIRED BY APPLICANTS
	3. RISK FACTORS
	4. EFFECT OF THE ISSUE
	5. ADDITIONAL INFORMATION
	6. EXPLORATION SUMMARY
	7. DIRECTORS' CONSENT
	8. GLOSSARY OF TERMS
	APPLICATION FORM	22

PROPOSED TIMETABLE

$\bullet$	Announcement of Offer and lodgment of Prospectus with ASIC and ASX	31 July 2003
$\bullet$	Opening Date of the Issue	31 July 2003
$\bullet$	Closing Date	31 October 2003
$\bullet$	Anticipated date for allotment and issue of Shares	31 August 2003

GLE R Y

$\mathbf{L}$ DETAILS OF THE OFFER

The Offer $1.1$

The Company is making an offer to investors of New Shares at an issue price of 3.2 cents per New Share ("Offer").

There is no minimum subscription to the Offer.

Each Applicant must apply for at least 16,000 New Shares for a value of \$512.00 calculated at 3.2 cents per share. Applications for less than the minimum application of 16,000 New Shares will not be accepted.

A copy of this Prospectus will be sent to those shareholders in the Company as at 5.00pm (Perth time) on 31 July 2003 ("existing shareholders") who have registered addresses in Australia and to other private investors including clients of Member Organisations of ASX. The Offer is not a rights issue under the Listing Rules of the ASX, however, Directors of the Company invite existing shareholders to apply for New Shares offered under this Prospectus.

Please refer to Section 5.1 for a summary of the rights attaching to the New Shares.

$1.2$ Purpose of the Offer

If the Offer is fully subscribed the Company will issue 16,000,000 New Shares pursuant to this Prospectus to raise \$512,000 before costs of the Offer.

If the Offer is fully subscribed, the funds raised pursuant to the Offer are intended to be used as follows:

	Cannington base metals/gold project - Glengarry 100%	S
(a)	Drilling	150,000
(b)	Wages, assays, sampling, ground magnetics, geophysics	50,000
		200,000
	Diamantina base metals/gold project - Glengarry 100%
(a)	Drilling	139,000
(b)	Wages, assays, sampling, ground magnetics, geophysics	50,000
		189,000
	Charters Towers Gold Project - Glengarry 100%
(c)	Drilling	75,000
(d)	Wages, assays, sampling, ground magnetics, geophysics	25,000
		100,000
	Other expenses
	Costs of the issue	23,000
		512.000

In the event that the Offer is not fully subscribed, it is intended that the funds raised will be applied as follows:

Amount Raised	Project Expenditure
S		\$
389,000 to 489,000	Cannington	200,000
	Diamantina	189,000
	Charters Towers (reducing)	100,000
		489,000
200,000 to 389,000	Cannington (reducing pro-rata)	200,000
	Diamantina (reducing pro-rata)	189,000
		389,000
Less than 200,000	Cannington (reducing)	200,000

In the opinion of the Directors, the Company will not be materially disadvantaged if the Offer is not fully subscribed. If the Offer is not fully subscribed, this will not result in the Company breaching any of its contractual obligations. If the Offer is not fully subscribed, the Company may not in the short term be in a position to pursue its current exploration objectives at the rate the Company would prefer.

Given the speculative nature of exploration for minerals the intended allocation of funds as set out above may change depending upon exploration results obtained by the Company or other explorers, market conditions and other commercial factors.

$1.3$ Opening and Closing Dates

The Company will receive Acceptance Forms up until 5.00pm WST on 31 October 2003 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules. ("Closing Date").

$1.4$ Acceptance Form

Acceptance of a completed Acceptance Form by the Company creates a legally binding contract between the Applicant and the Company to subscribe for, pay for and take the number of Shares accepted by the Company. The Acceptance Form does not need to be signed to be a binding acceptance of Shares. Acceptance or rejection of a completed and returned Acceptance Form is in the discretion of the Company. The Company may accept a completed Acceptance Form in respect of a lesser number of Shares than is specified in the Acceptance Form in which case a legally binding contract will arise between the Applicant and the Company to subscribe for, pay and take that lesser number of Shares.

If the Acceptance Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Acceptance Form is final.

$1.5$ Allotment

The Company expects to issue the Shares on 31 August 2003, but no later than 15 Business Days after the Closing Date. Holding statements in relation to the Shares are expected to be dispatched on 31 August 2003 and in any event no later than 15 Business Days after the Closing Date.

GLEN R Y

1.6 Application Monies held on trust

All Application Monies received for the Shares will be held in trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Shares are allotted. All Application Monies will be returned (without interest) if the Shares are not allotted.

$1.7$ ASX quotation

Application will be made to ASX no later than 7 days after the date of this Prospectus for the official quotation of the Shares offered by this Prospectus. If permission is not granted by ASX for the official quotation of the Shares offered by this Prospectus within 3 months after the date of this Prospectus the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

CHESS 1.8

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 ("ASTC"), a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House Business Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out the number of Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares.

If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by Advanced Share Registry Services and will contain the number of Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

1.9 Overseas Shareholders

The Directors reserve the right to offer portion of the 16,000,000 Shares being offered under this Prospectus to investors outside Australia where the Directors are satisfied that it is lawful to do so. The Directors intend to only send this Prospectus to those Shareholders with registered addresses in Australia.

This Prospectus and accompanying Acceptance Form do not, and are not intended to, constitute an offer of securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

GLEN RY R

1.10 Underwriting

The Offer is not underwritten. The Company has agreed to pay a commission of 5.00% on monies raised to Brokers who participate in the issue.

1.11 Risk Factors

An investment in Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are set out in Section 3.

Taxation implications 1.12

The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of subscribing for Shares under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for Shares under this Prospectus.

1.13 Major activities and financial information

A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2002 is contained in the Financial Report lodged with ASIC on 9 September 2002 and the Annual Report which was mailed to Shareholders on 25 October 2002. ASIC half-yearly accounts for the period ended 31 December 2002 were lodged with the ASX on 7 March 2003.

1.14 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on (08) 9322 4929 or facsimile on (08) 9322 5510.

$2_-$ ACTION REOUIRED BY APPLICANTS

$2.1$ Acceptance of Shares under this Prospectus

Applications for Shares under this Prospectus must be made on the Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Acceptance Form. Please read the instructions carefully.

Please complete the Acceptance Form by filling in the details in the spaces provided and attach a cheque for the amount indicated on the Acceptance Form. Payment may also be made by Bank/telex transfer to our bank account as per details provided below.

Completed Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "Glengarry Resources Limited Share Issue Trust Account" and lodged at any time after the issue of this Prospectus and on or before the Closing Date at the Company's share registry (by delivery or by post) at:

By delivery:	Glengarry Resources Limited Ground floor 35 Havelock Street WEST PERTH WA 6005
By post:	Glengarry Resources Limited PO Box 975 WEST PERTH WA 6872

Banking Details for Direct Payments or TT:

Bank:	ANZ Bank
	77 St. Georges Terrace
	Perth WA 6000
BSB:	016-002
$A/C$ No:	2553-74709
A/C Name:	Glengarry Resources Limited Share Issue Trust Account
Bank Facsimile No:	$(08)$ 9323 8178

RISK FACTORS $3.$

Potential investors in the Company should be aware that subscribing for shares involves a number of risks. The risk factors outlined in this Section and elsewhere in this Prospectus should be carefully considered by investors when evaluating an investment in the Company. In addition, investors should appreciate that the value of shares on ASX may rise or fall depending on a range of factors beyond the control of the Company. This is especially the case with companies undertaking mineral exploration.

Any of the factors set out in this Section or any other factors identified in this Prospectus may materially affect the financial performance of the Company and the market price of the Shares. To that extent the Shares carry no guarantee with respect to the payment of dividends, return on capital or the price at which those Shares will trade on the $\overrightarrow{ASSL}$ .

The Directors consider that an investment in the Company should be considered speculative due to:

• the recent volatility in publicly listed entities on world stock markets generally, and of $(a)$ mining and exploration companies in particular; and
• the speculative nature of mineral exploration. $(b)$

While the Company plans to take prudent measures to safeguard from, or mitigate its exposure to these risks, many of the risks are outside of the Company's control.

There are a number of risk factors that investors should consider before deciding whether or not to invest in the Shares. The principal risk factors include, but are not limited to, the following:

$3.1$ Security Investments

Applicants should be aware that there are risks associated with any securities investment. The prices at which the Shares trade may be above or below the Offer Price and may fluctuate in response to a number of factors.

Further, the stock market and in particular the market for mineral exploration companies has experienced extreme price and volume fluctuations that has often been unrelated or disproportionate to the operating performance of such companies. There can be no guarantee that these trading prices will be sustained. These factors may materially affect the market price of the Shares, regardless of the Company's operational performance.

$3.2$ Share Market Conditions

The market price of the Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource stocks in particular.

GLEN R Y

Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

$3.3$ Exploration and Development Risks

Mineral exploration and mine development are high risk enterprises, not always providing high rewards. In addition to the normal competition for prospective ground, and the high average costs of an economic discovery, factors such as demand for commodities, stock market fluctuations affecting access to new capital, sovereign risk, political and administrative upheavals, land access delays, equipment delays, environmental issues, operating hazards, labour disruption, cost overruns, unforseen events, project financing difficulties, foreign eurrency fluctuations and technical problems all affect the ability of a company to profit from any discovery.

The interpretation of geological data on which drilling programs are made is often on the basis of extrapolation from known data and may prove to be inaccurate.

There is no assurance that exploration of the Company's project areas, or any other projects that may be acquired in the future, will result in an economic discovery. Even if an apparently viable discovery is made, there is no guarantee that it can be profitably exploited.

Native Title Risks $3.4$

Some or all of the mining tenements held by the Company may be subject to native title claims in the future. Should a native title claim be lodged in respect to one of the Company's mining tenements, it may have a material adverse effect on the Company's business and its financial condition and performance.

$3.5$ Policies and Legislation

Any material adverse changes in government policies or legislation affecting mineral exploration activities may affect the viability and profitability of the Company.

3.6 Joint Venture Parties, Contractors and Contractual Disputes

The Directors are unable to predict the risk of:

• financial failure or default by a participant in any joint venture to which the Company is, $(a)$ or may become, a party; or
• $(b)$ insolvency or other managerial failure by any of the Operators and contractors used by the Company in its exploration activities; or
• $(c)$ insolvency or other managerial failure by any of the other service provider used by the Company or its Operators for any activity.

3.7 Future Capital Needs and Additional Funding

The future capital requirements of the Company will depend on many factors including the results of any future exploration programs, and the ability to successfully exploit mineral discoveries.

Should the Company require additional funding there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required, would have a material adverse effect on the Company's business and its financial condition and performance.

GLEN R Y $\mathbf{p}$

3.8 Operating Risks

By its nature, the business of mineral exploration, which the Directors intend the Company to undertake, contains risks. Prosperity depends on the successful exploration and/or acquisition of recoverable and economic reserves, design and construction of efficient processing facilities, competent operation and proficient marketing of the product.

All of the Company's mining assets are in the exploration phase. As a result, the Company will be subject to all the risks inherent in the establishment of new operations. No assurances can be given to the level of viability that the Company's operations may achieve.

The operations of the Company, if and when it commences production, may be disrupted by a variety of risks and hazards which are beyond the control of the Company, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, formation damage, flooding and extended interruptions due to inclement or hazardous weather conditions, fire and explosions.

These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

3.9 Commodity Price Volatility

Future earnings are likely to be closely related to mineral prices and the terms of any sale agreements which the Company or its joint venturers enters into.

Mineral prices may fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand, forward selling by producers, production cost levels in other producing regions and global conflict.

Moreover, mineral prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates, currency and exchange rate fluctuations, and global and regional demand for, and supply of, minerals as well as general global economic conditions. These factors may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

3.10 Environmental Risks

The Company's mineral activities are subject to laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mining projects, a variety of environmental impacts exist. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

Economic Risk 3.11

Demand for certain minerals or the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors which may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption, the rate of global growth, interest rates and the rates of inflation.

3.12 Reliance on Key Personnel

The Company is reliant on a number of key employees. The loss of one or more of its key personnel could have an adverse impact on the business of the Company.

There are currently no service agreements between the Company and any Director that requires the Director to remain a Director of the Company for any period of time.

3.13 Tax Reform

The Australian Government has indicated that it may introduce tax reforms, the introduction and scope of which is uncertain. Until the precise nature of reforms are determined, the Company is not able to give any assurance as to the impact on its operating and financial performance.

$\overline{4}$ . EFFECT OF THE ISSUE

4.1 Consolidated Pro-forma Balance Sheets

Set out below, for the purposes of illustration only, is a pro-forma balance sheet of the Company after taking account of the Issue and assuming the Offer is fully subscribed. The Issue will have the effect of increasing cash reserves by up to \$512,000 before costs. The statement of financial position as at $30$ June 2003 (unaudited) shown in the table below is a preliminary set of management financials prepared on the basis of the accounting policies normally adopted by the Company and reflects the changes to its financial position on the assumption that the Offer is fully subscribed and the Issue is completed.

	Unaudited 30 June 2003 S	Effect of Issue \$	Unaudited Proforma S
CURRENT ASSETS
Cash assets	526,302	489,000	1,015,302
Receivables	16,750		16,750
Other	40,297		40,297
Total Current Assets	583,349	489,000	1,072,349
NON-CURRENT ASSETS
Other financial assets - investments	887,689		887,689
Property, plant and equipment	57,345		57,345
Exploration and evaluation	2,467,881		2,467,881
Total Non-Current Assets	3,412,915		3,412,915
TOTAL ASSETS	3,996,264	489,000	4,485,264
CURRENT LIABILITIES
Payables	75.390		75.390
Total Current Liabilities	75,390		75,390
TOTAL LIABILITIES	75,390		75,390
NET ASSETS	3,920,874	489,000	4,409,874
EQUITY
Contributed equity	5,476,296	489,000	5,965,296
Accumulated losses	(1, 555, 422)		(1, 555, 422)
TOTAL EQUITY	3,920,874	489,000	4,409,874

GLE R Y

4.2 Capital structure

As at the date of lodgement of this Prospectus, the issued capital of the Company is 110,057,151 Shares. In addition, as at the date of this Prospectus, the Company has the following options to acquire Shares in the Company on issue:

• 54,685,775 quoted options exercisable at 15 cents per share if exercised on or before 31 $(a)$ March 2005, each option entitling the holder to acquire one Share; and
• $(b)$ 500,000 employee options exercisable on or before 18 February 2004 at 5 cents per option, each option entitling the holder to acquire one Share.

If all the New Shares are allotted, the principal effects of the Offer on the Company will be to:

• increase cash reserves by up to \$512,000 (before expenses of the Offer); $(a)$
• $(b)$ increase the number of Shares by up to 16,000,000; and
• $\left( \mathrm{e} \right)$ if all existing 55,185,775 options are exercised, the number of issued Shares will increase by 55,185,775.

On the completion of this Issue and presuming all the New Shares are allotted the share capital of the Company will be as set out in the table following. This table assumes that none of the existing options are exercised prior to the allotment.

5,476,596
512,000
5,988,596
Expiry Date
18 February 2004
31 March 2005

4.3 Market price of Shares

The highest and lowest market sale prices of the Company's shares on ASX during the 3 months immediately preceding the date of lodgment of this Prospectus with the ASIC and the respective dates of those sales were:

Highest:	3.9 cents per share on 28 July 2003
Lowest:	2.8 cents per share on 6 June 2003

The latest available market sale price of the Company's shares on ASX prior to the date of lodgment of this Prospectus with the ASIC 3.4 cents per share on 30 July 2003.

4.4 Dividend policy

The New Shares issued will rank pari passu in all respects (including dividend and bonus issues) with all existing shares in the capital of the Company from the date of allotment and issue. The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

GLEN R Y

$5.$ ADDITIONAL INFORMATION

$5.1$ Rights attaching to Shares

The rights attaching to shares arise from a combination of the Company's Constitution, statute and general law.

Copies of the Company's Constitution are available for inspection during business hours at the Company's registered office. The clauses of the Constitution contain the internal rules of the Company and define matters such as the rights, duties and powers of its Shareholders and Directors, including provisions to the following effect (when read in conjunction with the Corporations Act or Listing Rules):

Voting rights $(a)$

Subject to any shares which may in the future be issued with special or preferential rights (at present there are none), at a general meeting every person present as a holder of ordinary shares or as proxy, attorney, or representative for a holder of ordinary shares has one vote on a show of hands and on a poll has one vote for each fully paid ordinary share held.

A person who holds a share that is not fully paid will be entitled to a fraction of a vote equal to that proportion that the amount paid up bears to the total issue price.

Dividends (b)

Subject to the rights of shares issued with any special or preferential rights (at present there are none), any profits of the Company, which the Company from time to time distributes by way of dividend, will be divisible amongst the shareholders in proportion to the shares held by them but on the basis that in relation to partly paid shares, dividends will be apportioned and paid proportionately to the amounts paid (not credited) on the shares during any portion or portions of the period in respect of which the dividend is paid.

Return of capital on winding-up (c)

Subject to the rights of shareholders with shares with special rights in a winding-up (at present there are none), on a winding-up of the Company, all assets which may be legally distributed amongst the shareholders will be distributed in proportion to the shares held by them, irrespective of the amount paid up or credited as paid up on a share.

Transfer of shares $(d)$

Subject to some limited restrictions contained in the Company's Constitution, ASX Listing Rules, SCH Business Rules and the Corporations Act, shares are freely transferable.

Variation of rights attaching to shares (e)

Where shares of different classes are issued, the rights attaching to the shares of a class can thereafter only be varied by a special resolution passed at a general meeting of the holders of the shares of that class, or with the written consent of the holders of at least three quarters of the issued shares of that class.

$(f)$ Liabilities attaching to shares

The liability of a holder of shares in the Company is limited to the amount unpaid on the shares issued to that shareholder. Shareholders are not liable for the debts of the Company.

Notices $\left( \mathbf{g} \right)$

Each shareholder is entitled to receive notice of and to attend and vote in person or by proxy, representative or attorney at general meetings of the Company and to receive all notices. financial reports and other documents required to be furnished to shareholders under the Constitution of the Company or the Corporations Act.

CHESS (h)

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 ("ASTC"), a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House Business Rules.

If you are broker sponsored, ASTC will send you a CHESS statement.

$5.2$ Company is a disclosing entity

Disclosing entities are, pursuant to the Corporations Law, entitled to issue a prospectus satisfying the test set out in Section 713 of the Corporations Act where the securities offered by the prospectus are quoted ED securities and securities are in a class of securities that were quoted ED securities at all times in the 12 months before the issue of the prospectus. A short form prospectus is only required to contain information related to the issue of securities the subject of the prospectus. Other general information is not required to be included by a disclosing entity as the periodic reporting and continuous disclosure obligations now required of disclosing entities means that all this information should have previously been released to the market.

The Company is a "disclosing entity" for the purposes of Section 111AC of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations which require it to disclose to ASX in accordance with the requirements of the ASX Listing Rules (and subject to the exceptions in the Listing Rules) any information of which it is, or becomes, aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company. No information has been excluded from disclosure to the ASX by the Company under the exceptions to disclosure in the Listing Rules.

The New Shares are in the same class as ordinary shares in the Company that have been quoted ED securities at all times in the 12 months prior to the issue of the Prospectus.

The Company believes that it has complied with the general and specific requirements of the ASX (as applicable from time to time throughout the 12 months before the issue of the Prospectus) which requires the Company to notify the ASX of information about specified events or matters as they arise for the purpose of the ASX making that information available to the stock market conducted by the ASX.

Documents released by the Company in accordance with regular reporting and disclosure obligations include:

GLEN RRY

• $(a)$ annual and half yearly financial reports accompanied by a Directors' declaration and report, and an independent audit or review report, lodged with the ASIC and ASX;
• $(b)$ a Mining Exploration Entity Quarterly Report lodged with ASX; and
• immediate notification to ASX of any information concerning the Company of which it $(c)$ is aware, or becomes aware, and which a reasonable person would expect to have a material effect on the share price or value of securities of the Company.

Inspection and copies of documents 5.3

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of the ASIC or ASX. The Company will provide a copy of each of the following documents, free of charge, to any person who requests them prior to the Closing Date:

• $(a)$ the audited annual financial report of the Company for the financial year ended 30 June 2002 (being the last annual financial report for a financial year to be lodged with ASIC or the ASX in relation to the Company before the issue of this Prospectus):
• the half-year financial report in respect of the half-year ended 31 December 2002 which $(b)$ was lodged by the Company with ASIC or ASX on 7 March 2003 being the only halfyear financial report lodged by the Company in the period starting after lodgement of the last annual financial report, (being for the year ended 30 June 2002), and ending before the lodgement of this Prospectus with ASIC; and
• any other continuous disclosure notices lodged by the Company with ASX in relation to $(c)$ the Company in the period starting after the lodgement of the last annual financial report, (being for the year ended 30 June 2002), and ending before the lodgement of this Prospectus with ASIC.

The documents listed on the following page have been lodged by the Company by way of compliance with continuous disclosure obligations under the Listing Rules of the ASX to notify ASX of information relating to the Company from 25 October 2002 being the date of lodgement of the audited annual financial report (being for the financial year ended 30 June 2002) and before the lodgement of this Prospectus with the ASX:

Date Lodged	Subject of Announcement
25 October 2002	Quarterly report for period ending 30 September 2002
25 October 2002	First quarter cash flow report
12 November 2002	Company profile prepared by Concept Equity
22 November 2002	Coolgardie drilling results
26 November 2002	Cannington drilling commences
27 November 2002	Results of 2002 Annual General Meeting
06 January 2003	Appendices 3Y - Change of Director's Interest
09 January 2003	Appointment of Exploration Manager
20 January 2003	Appendix 3Y - Change of Director's Interest
30 January 2003	Quarterly report for period ending 31 December 2002
30 January 2003	Second quarter cash flow report
07 March 2003	Half-yearly report to 31 December 2002
14 April 2003	Employee Incentive Scheme

GLE RRY

Date Lodged	Subject of Announcement
29 April 2003	Quarterly report for period ending 31 March 2003
29 April 2003	Third quarter cash flow report
09 June 2003	Appendix 3Y - Change of Director's Interest
10 June 2003	Appendix 3Y - Change of Director's Interest
10 June 2003	Appendix 3Y - Change of Director's Interest
10 June 2003	Form 604 - Notice of change of interests of substantial holder
01 July 2003	Appendix 3Y - Change of Director's Interest
10 July 2003	Acceptance of Yolande River application, exploration potential at Cannington and Diamantina
22 July 2003	Quarterly report for period ending 30 June 2003
31 July 2003	Fourth quarter cash flow report
31 July 2003	Appendix 3B - New issue

The documents referred to in paragraphs (a), (b) and (c) above are not included in, and do not accompany, this Prospectus.

In addition, the following documents are available for inspection throughout the application period of this Prospectus during normal business hours at the registered office of the Company at Ground Floor, 35 Havelock Street, West Perth, Western Australia:

• this Prospectus; $(a)$
• the Company's Constitution; and $(b)$
• $(c)$ the consents provided by the Directors to the issue of this Prospectus.

5.4 Directors' interests

Except as disclosed in this Prospectus, no Director or proposed Director, and no firm in which a Director or proposed Director is a partner:

• has any interest nor has had any interest in the last two years prior to the date of this $(a)$ Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer: or
• has been paid or given or will be paid or given any amount or benefit to induce him or $(b)$ her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

Directors' interests in Company securities

No Director or proposed Director as at the date of this Prospectus has a relevant interest in any securities of the Company other than as set out below:

Name	Shares Beneficially owned (held) directly or indirectly)	Shares Not beneficially owned (held by companies in which directors may have some voting and/or dispositive power)	Options Beneficially owned (held directly or indirectly)
A T Harris		12,567,548	10,000,000
A J Alston		3,345,934	1,345,000
M J Glasson	252,500		51,250

Remuneration of Directors

The Constitution provides that non-executive Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Directors in such proportion and manner as the Directors agree and, in default of agreement, equally. There are currently two non-executive Directors who receive fees totalling \$65,000 per annum.

Executive remuneration and other fees paid to Directors in each of the 2001 and 2002 financial years have been disclosed in the Annual Report of the Company for the year ended 30 June 2002.

Interests of other persons 5.5

Except as disclosed in this Prospectus, no stockbroker or underwriter to the Issue, promoter of the Company, or any other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• has any interest nor has had any interest in the last two years prior to the date of this $(a)$ Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or the Offer: or
• $(b)$ has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

Advanced Share Registry Services will be paid approximately \$2,000.00 (including GST) in fees for professional services in connection with the Offer. In the past two years Advanced Share Registry Services has been paid a total of \$13,364 in fees for share registry services provided to the Company.

۵

5.6 Expenses of Offer

The estimated expenses of the Offer are as follows:

	۰D
ASIC lodgement fee	1,800.00
ASX quotation fee	2,000.00
Share registry expenses	2,000.00
Legal expenses	2,000.00
Printing, mailing and other expenses	2,400.00
Brokerage fees $(5\%)$ - 50% of the issue	12,800.00
Total	23,000.00

5.7 Consents

The following consents have been given in accordance with the Corporations Act and have not been withdrawn as at the date of lodgment of this Prospectus with the ASIC:

Advanced Share Registry Services has given, and has not withdrawn, its written consent to be named in this prospectus as share registry. Advanced Share Registry Services has not authorised or caused the issue of this Prospectus or the making of the Offer. Advanced Share Registry Services makes no representation regarding, and to the extent permitted by law excludes any responsibility for, any statements in or omissions from any part of this Prospectus.

5.8 Directors' statement

The Directors state that they have made all reasonable enquires and have reasonable grounds to believe that all statements made by the Company in this Prospectus are true and not misleading and that, in respect of any other statements made in this Prospectus by persons other than the Directors, the Directors have made reasonable enquiries and have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons having given their consent to the inclusion of such statement or statements in this Prospectus and not having withdrawn that consent, before lodgment of this Prospectus with the ASIC or, to the Directors' knowledge, before any issue of securities pursuant to this Prospectus.

This Prospectus is prepared on the basis that:

• certain matters may be reasonably expected to be known to professional advisers of any $(a)$ kind with whom applicants may reasonably be expected to consult; and
• information is known to applicants or their professional advisers by virtue of any acts or $(b)$ laws of Western Australia or the Commonwealth of Australia.

EXPLORATION SUMMARY 6.

Glengarry's Australian exploration tenement portfolio comprises projects with potential to host world class gold and base metal deposits. These properties have largely been applied for over open ground in well endowed areas where bedrock is obscured by cover material and where there has been little or no previous exploration. Consequently, Glengarry has secured 100% ownership of considerable areas in known mineralised provinces, including projects located close to 5 world class deposits; i.e., Cannington, Charters Towers, Callie, Kidston and Mt Lyell.

The exploration focus for the next 12 months will be on the Cannington, Diamantina and Charters Towers Projects where relatively low cost work by Glengarry has defined potential drill targets. This work has included compilation of previous exploration data; acquisition, processing and interpretation of geophysical and Landsat data; structural interpretation; geochemical programs and some shallow drilling. A summary of the results to date and proposed work programs is outlined below:

Cannington Project, Queensland

Glengarry has approximately 850 $km^2$ of granted tenure near the Cannington silver-lead-zinc mine in northwest Queensland. Cannington, operated by BHP – Billiton, is the world's largest silver producer and is of similar age and style to Broken Hill. Targets similar to Cannington have been outlined on Glengarry's ground. These targets are defined by magnetic anomalies

along major structures that are interpreted to be in the same stratigraphy as the Cannington deposit.

The highest ranked target is the Dolly Pot anomaly located 8 km southwest of Cannington. Dolly Pot is defined by a discrete aeromagnetic high surrounded by a circular demagnetised, alteration halo 1 km across. There has been no previous gold or base metal exploration in the immediate area: however, uranium exploration from the 1970s indicates that the target occurs under shallow transported cover approximately 20 m thick. An access agreement has been completed with Native Title claimants with final legal documentation in progress. Ground magnetics and surface geochemistry will be completed as soon as possible with initial drill testing planned for later in 2003.

Diamantina Project, Oueensland

The Diamantina Project comprises approximately 14,000 $km²$ and is located 350 km south of Mt Isa in western Oueensland.

The Diamantina tenements are located within and marginal to the south western part of the Proterozoic Mt Isa geological province which hosts several world class ore deposits including Mt Isa, Century, Cannington and Ernest Henry. Very little mineral exploration has been conducted previously in the Diamantina region due to the perception of deep cover over the prospective Proterozoic lithologies: however, research and reconnaissance by Glengarry have confirmed that large tracts of ground are underlain by shallow basement including areas of outerop. The lack of previous exploration over part of a geological province known to be well endowed with gold and base metals means the Diamantina project has good potential to host a new world class mining camp.

EPM 13746 (Mirrica Bore) was granted in March 2003. This tenement covers approximately $900 \text{ km}^2$ and is largely unaffected by Native Title allowing a wide spaced, systematic surface geochemical sampling program to be completed immediately. Several significant gold and/or base metal anomalies (i.e. $> 10$ times background) have been delineated and ranked according to selected criteria; i.e., coincidence of gold and base metal anomalism, anomalism in more than one media (e.g. lag and soil), structural/geological complexity and magnetic setting.

The highest ranked target is the Commodore prospect located in the eastern part of the tenement. Anomalous gold (up to 11 ppb) and base metals have been recorded over 1.5 km of strike length coincident with a discrete, linear magnetic low interpreted to represent alteration. Further surface sampling is planned over this and other areas to better define the targets with drill testing planned for later in 2003.

Charters Towers Project, Oueensland

The Charters Towers Project surrounds the historic gold mining town of the same name in NE Queensland and comprises 4 granted tenements covering approximately $300 \text{ km}^2$ . The Charters Towers district is one of the premier mining districts of Australia having produced more than 15 M oz gold from several different types of ore body. The immediate Charters Towers district has produced over 6 M oz gold from high grade quartz veins with an average grade of 1 oz per tonne.

Exploration on Glengarry's tenements includes surface geochemistry, geological mapping and drilling of selected prospects. Numerous strong geochemical anomalies (i.e. soil/lags>50 ppb Au, rocks>1 $g/t$ Au) remain to be followed up and large parts of the project area have yet to receive any first pass sampling. Drilling has delineated a resource of approximately 120,000 oz gold at Great Britain and intersected anomalous values requiring further work at Southern Cross and Dogmatix. At Southern Cross, high grade Charters Towers style mineralization (up) to 23 $g/t$ Au) has been intersected in an east-west trending, granite-hosted quartz vein system which extends for over 2 km. Shallow (<30 m deep), vertical RAB drilling has intersected plus 1 g/t gold in reconnaissance drilling at Dogmatix. The mineralization at both prospects remains open and follow up drilling is planned.

Tanami Joint Ventures, Western Australia and Northern Territory

Glengarry has 3 joint ventures in the Tanami region of northwest Australia and is finalising the legal agreement for a fourth.

At the Larranganni JV, currently being operated by Barrick in joint venture with Tanami Gold NL, Glengarry has a 7.5% free carried interest. The Larranganni JV occurs north of the high grade Coyote deposit and includes the 250,000 oz Kookaburra resource. Barrick have continued to explore the area aggressively in 2003 and recently earned 51% equity in the project.

Barrick is also earning 70% equity in the Mt Junction and Tanami Downs properties owned 100% by Glengarry. The Mt Junction property is located north of the Larranganni JV in Western Australia and initial exploration has delineated two stream anomalies which warrant follow up. Tanami Downs is 25 km west of the Callie deposit and access agreements are currently being finalized with local indigenous land owners.

At Inningarra, located 35 km south west of Callie, agreement in principle has been reached with a North American major to farm in to this tenement and legal documentation is currently being completed.

The Tanami joint ventures have the potential to provide a significant return to Glengarry without requiring substantial management or financial resources.

Other Projects

Glengarry also has large, 100% owned tenement holdings adjacent to the 3.5 M oz Kidston gold deposit in NE Queensland (i.e. Greenvale Project) and the plus 300 million tonne Mt Lyell copper/gold deposit in western Tasmania (i.e. Yolande River Project). Previous exploration on these properties has largely consisted of stream sediment sampling which generated strong gold anomalies; however, little follow up work has been completed. Both of these projects are highly prospective and will ensure that Glengarry maintains a quality exploration portfolio into the future.

7. DIRECTORS' CONSENT

This Prospectus has been issued by Glengarry Resources Limited and each director has consented in writing to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

A T Harris Director

GLEN ARRY c

8. GLOSSARY OF TERMS

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

"Acceptance"	A valid application for Shares made pursuant to this Prospectus on an Acceptance Form.
"Applicant"	A person who submits an Acceptance Form.
"Application Monies"	Application monies for Shares received by the Company.
"ASIC"	Australian Securities and Investments Commission.
"ASTC"	ASX Settlement and Transfer Corporation Pty Ltd ACN: 008 504 532.
"ASX"	Australian Stock Exchange Limited ACN 008 129 164.
"Board"	The directors of the Company meeting as a board.
"Bonus Issue"	A bonus issue of securities to Shareholders.
"Business Day"	Monday to Friday inclusive, other than a day that ASX declares is not a business day.
"CHESS"	ASX Clearing House Electronic Subregistry System.
"Closing Date"	31 October 2003 or such earlier other as the Directors may determine.
"Company" or "Glengarry"	Glengarry Resources Limited ABN 40 009 468 099.
"Constitution"	The constitution of the Company as at the date of this Prospectus.
"Corporations Act"	The Corporations Act.
"Directors"	The Directors of the Company as at the date of this Prospectus.
"Acceptance Form" or "Form"	The acceptance form attached to this Prospectus.
"Expiry Date"	The expiry date of options, being 31 March 2005.
"Financial Report"	The financial report of the Company within the meaning of the Corporations Act.
"Issue" or "Offer"	The offer pursuant to this Prospectus by the Company of Shares at an issue price of 3.2 cents per Share.
"Issuer Sponsored"	Securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.
"Listing Rules"	The Listing Rules of ASX.
"New Shares"	The Shares to be issued pursuant to this Prospectus.
"Offer Price"	3.2 cents per Share.
"Official List"	The official list of ASX.
"Official Quotation"	Quotation of Securities on the Official List.
"Prospectus"	This prospectus dated 1 August 2003
"Relevant Company"	The Company and each subsidiary of the Company.
"Section"	A section of this Prospectus.
"SCH"	Securities Clearing House.
"Shareholders"	Holders of Shares.
"Shares"	Ordinary fully paid shares in the capital of the Company.
"S"	Australian dollars.
"WST"	Western Standard Time, being the time in Perth, Western Australia.

$\overline{\phantom{a}}$

PLACEMENT SHARE OFFER APPLICATION FORM

Broker code
Advisor code

GLENGARRY RESOURCES LIMITED ABN 40 009 468 099

For the issue of up to 16,000,000 ordinary shares (New Shares) at an issue price of 3.2 cents per share.

To meet the requirements of the Corporations Act, this Application Form must not be handed on unless attached to the Prospectus.

PLEASE READ ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM

А	I/We apply for	New Shares in Glengarry Resources Limited at 3.2 cents per share or such lesser number of New Shares which may be allocated to me/us by the Directors.
В	\$ I/We lodge full application monies					(See Table page 22)
	FULL NAME (PLEASE PRINT)
	Title, Given Name(s) & Surname or Company Name
С
	Joint Applicant #2 or designated account
	Joint Applicant #3 or designated account
	POSTAL ADDRESS (PLEASE PRINT) Street Number Street
D
	Town or Suburb					State		Postcode
	Contact Name				Telephone Number - Business Hours
E
					Telephone Number - After Hours
	CHESS HIN (Where Applicable)
F
	Tax File Number or Exemption	Applicant #2				Applicant #3
G
	CHEQUE DETAILS
	Bank Drawer		Branch		BSB		Amount of Cheque
H							\$
							$\overline{\mathfrak{s}}$

J I/We declare that this application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the constitution of Glengarry Resources Limited if this application is accepted in whole or in part and the terms and conditions as set out in the Prospectus.

Returning the Application Form with your cheque for the application monies will constitute your offer to subscribe for New Shares in the Company or bank/telex transfer funds prior to forwarding the placement share offer application form.

NO SIGNATURE IS REQUIRED

You should read the prospectus carefully before completing this Application Form.

Broker/Dealer Stamp

HOW TO COMPLETE THE APPLICATION FORM.

Please complete all relevant sections of the Application Form using BLOCK LETTERS

• $A$ Enter the NUMBER OF NEW SHARES you wish to apply for. Applications must be for the minimum of 16,000 as set down in the Prospectus.
• $B)$ Enter the TOTAL AMOUNT of application money payable. To calculate the amount multiply the number of shares applied for by the amount per share (3.2 cents).
• $C$ Enter the FULL NAME(S) and TITLE(S) of all legal entities that are to be recorded as the registered holder(s). Refer to the Name Standards below for quidance on valid registration.
• D) Enter the POSTAL ADDRESS for all communications from the Company. Only one address can be recorded.
• $E$ Enter telephone numbers and a contact person the registry can speak to if they have any queries regarding this application.
• $F$ ) If you are sponsored in CHESS by a stockbroker or other CHESS participant enter your Holder Identification Number (HIN). Otherwise, leave the boxes blank and on allotment you will be sponsored by the Company and a SRN will be allocated to you.
• $\left( G\right)$ Enter the tax file number(s) of the applicants. With a joint holding, only the tax file numbers of two holders are required.
• $H$ Payment must be made in Australian Currency and cheques must be drawn on an Australian Bank. Cheques or bank drafts must be payable to Glengarry Resources Limited Share Issue Trust Account and crossed Not Negotiable. Cheques not properly drawn will be rejected. Cheques will generally be deposited on the day of receipt. If cheques are dishonoured the application may be rejected.
• $\mathbb{D}$ Before completing the Application Form the applicant(s) should read the Prospectus to which the application relates. The applicant(s) agree(s) that this application is for shares in Glengarry Resources Limited upon and subject to the terms of the Prospectus, agree(s) to take any number of New Shares equal to or less than the number of New Shares indicated in Box A that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Shares	Amount
16,000	512
20,000	640
50,000	1,600
100,000	3,200
500,000	16,000
1,000,000	32,000

$J)$ Table of application monies: Forward your completed application together with the application money to:

By delivery: Glengarry Resources Limited Ground floor 35 Havelock Street WEST PERTH WA 6005

or:

By post: Glengarry Resources Limited PO Box 975 WEST PERTH WA 6872

Bank details for bank, telex transfer of funds:

Bank:	ANZ Bank
	77 St. Georges Terrace
	Perth WA 6000

BSB: 016-002

A/C No: 2553-74709

A/C Name: Glengarry Resources Limited Share Issue Trust Account

Applications must be received by no later than 5:00pm on 31 October 2003. The Directors reserve the right to close the issue prior to that date.

Name Standards:-

• Only legal entities may be registered as the holders of securities
• The full and correct name of each entity must be shown.
• Salutations such as Mr. Mrs & Ms should be included.
• Securities cannot be registered in the name of a trust and no trust can be implied.
• Securities should not be registered in the name of a minor or a deceased person.
• An account designation can be included. If shown, it must be contained within one line and within the " $\lt$ >" symbols. The last word of the designation must be Account or A/C.

Type of Investor		Correct Form of Registration
Individual	Use given names in full, not initials	Mr John Alfred Smith
Company	Use company's full title, not abbreviations	ABC Pty Ltd
Joint Holdings	Use full and complete names	Mr Peter Robert Wills & Ms Lee Susan Wills
Trusts	Use the trustee(s) personal $name(s)$ .	Mrs Susan Jane Smith
Deceased Estates	Use the executor(s) personal name(s)	Ms Jane May Smith & Mr Frank William Smith <est. john="" smithA/C
Minor (or person under the age of 18)	Use the name of a responsible adult with an appropriate designation	Mr John Alfred Smith <peter smithA/C >
Partnerships	Use the partners personal names	Mr John Robert Smith & Mr Steven John Smith < John Smith and Son A/C >
Long Names	Use given names in full	Mr John William Alexander Robertson-Smith
Clubs $/$ Unincorporated Bodies / Business Names	Use office bearer(s) personal name(s)	Mr Michael Peter Smith
Superannuation Funds	Use the name of the trustee of the fund	Jane Smith Pty Ltd

GLEN ARRY

31 July 2003

Dear Shareholder

Placement of 16,000,000 ordinary shares at 3.2 cents per share

We enclose a copy of an ASX announcement dated 31 July 2003, a copy of a prospectus dated 31 July 2003 and a Placement Share Offer Application Form.

The company proposes to issue 16,000,000 fully paid ordinary shares at 3.2 cents per share to raise \$512,000 before expenses. The placement shares will rank pari passu with all other existing ordinary shares of the company

The company has until 31 October 2003 to place the shares, however, the directors anticipate that the issue will be closed well before that date. We therefore encourage shareholders who wish to support the issue to submit their application as soon as possible.

The minimum number of shares that may be applied for is 16,000, equivalent to \$512,00. The directors have allowed this minimum subscription to enable those shareholders who hold less than a marketable parcel to increase their existing holding.

All shareholders are invited to apply for shares under the offer.

Please refer to the website for further information on the company's activities.

Please contact the company by telephone, facsimile or email if you require any further information.

Yours faithfully

Charis

A T Harris Director

GLENGARRY RESOURCES LIMITED ABN 40 009 468 099

PRINCIPAL OFFICE Telephone: (08) 9322 4929 Facsimile: (08) 9322 5510 PO Box 975, West Perth, WA 6872 35 Havelock Street, West Perth, WA 6005 Website: www.glengarrynl.com.au Ernail: info@glengarrynl.com.au

OUEENSLAND OFFICE Telephone: (07) 4772 5880 Facsimile: (07) 4772 4999 PO Box 908 Castletown, QLD 4812 68 Railway Avenue, Railway Estate, QLD 4810