CITIGOLD CORPORATION LIMITED — Proxy Solicitation & Information Statement 2003

May 20, 2003

The Australian Stock Exchange Limited Level 5, 20 Bond Street Sydney NSW 2000

Attention:	Company Announcements Office
By Facsimile:	1900 999 279
Date:	21 May 2003
Number of Pages:	Five (including this page)
Signed:	Roslynn Shand Company Secretary Charters Towers Gold Mines Limited
Attachment:	Letter to Shareholders, Notice of General Meeting & Explanatory Statement and Proxy form

Charters Towers Gold Mines Limited ACN 060 397 177 Suite 5a, 19 Lang Parade, Milton Qld 4064 PO Box 1909, Milton Qtd 4064
Telephone: (07) 3870 8000
Facsimile: (07) 3870 8111 Inc in Queensland

20 May, 2003

Dear Sharcholder

GENERAL MEETING - 20 June 2003 at the Museum of Sydney

Please find enclosed Notice of General Meeting and Proxy form.

The meeting has been called to approve the prior allotment and issue of 27,477,324 fully paid ordinary shares in the capital of the company. The shares were principally those allotted to the many shareholders who took up their entitlements under the December 2002 Share Purchase Plan.

I trust you will vote in favour of this resolution.

After the formal meeting there will be a presentation by Christopher Towsey, General Manager Mining and Exploration, on developments at Charters Towers. In particular shareholders will have an opportunity to discuss exciting developments outlined in the recent Quarterly Activities Report.

On a lighter note, we are taking the opportunity to experience a different meeting venue. The Museum of Sydney is built on the site where in 1788 Governor Arthur Phillip built the first Government House - the home, offices and seat of authority for the first nine Governors of New South Wales.

I look forward to your continued support and seeing you on Friday the 20^th of June.

Regards

Mark Lynch Managing Director Charters Towers Gold Mines Limited

Charters Towers Gold Mines Limited ACN 060 397 177 19 Lang Parade PO Box 1909 Milton Qld 4064 Australia Telephone: +61 7 3870 8000 Facsimile: +61 7 3870 8111 e-mail: info@ctgold.com.au

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Charters Towers Gold Mines Limited will be held at the AGL Theatre, Museum of Sydney, Cnr Phillip & Bridge Streets, Sydney on Friday 20 June 2003 at 11.30am.

ORDINARY BUSINESS

To consider, and if thought fit, pass the following Resolution:

$\mathbf{1}$ . Ratification of Issue of Shares

For the purposes of ASX Listing Rule 7.4 and for all other purposes:

"The shareholders ratify the prior allotment and issue of 27,477,324 fully paid ordinary shares in the capital of the Company."

Details of the prior share allotments and issues are set out in the explanatory statement appearing on the reverse side of this Notice.

Voting Exclusion Statement: The Company will disregard any votes cast on the resolution by any of the persons to whom shares were issued on the date of issue set out in the Explanatory Statement or any associate of such person. However, the Company 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 proxy 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 proxy form to vote as the proxy decides.

PROXIES: Any member entitled to attend and vote may appoint a proxy to attend and vote on the member's behalf. A proxy need not be a member of the Company. A proxy form is enclosed. If it is used it must be lodged at the Brisbane office of the Company not less than 48 hours before the time fixed for the meeting.

By order of the Board of Directors Company Secretary 20 May 2003

Charters Towers Gold Mines Limited ABN 30 060 397 177 19 Lang Parade · PO Box 1909 · MILTON QLD 4064 AUSTRALIA Telephone: +61 7 3870 8000 Facsimile: +61 7 3870 8111 e-mail: info@ctgold.com.au

Ratification of issue of shares

This Explanatory Statement provides information relating to Resolution 1 to be put to the meeting.

Background

The Company announced to the Australian Stock Exchange Limited ("ASX") on the dates listed in the Schedule below, the issue of fully paid ordinary shares in the capital of the company to raise working capital.

Regulatory Requirements - ASX Listing Rule 7.4

The Resolution relates to the subsequent approval by shareholders of the issue by the Company of ordinary fully paid shares in the capital of the Company, pursuant to the provisions of the ASX Listing Rule 7.4. These shares have already been issued by directors in accordance with the provisions of ASX Listing Rule 7.1 which allows a listed entity to issue equity securities representing not more than 15% of its capital without the prior approval of shareholders at a general meeting.

in the event that shareholders pass the ordinary resolution set out in Item 1, then the directors of the Company will be in the same position for the purposes of the ASX Listing Rules as if the issue of shares had been approved by shareholders prior to being issued.

Listing Rule 7.5 requires that the information listed in the Schedule be provided to shareholders for the purpose of obtaining shareholder approval pursuant to Listing Rule 7.4.

SCHEDULE

• $\ddagger$ ISSUE 05/11/02
• The number of securities issued was 500,000 shares.
• The shares were allotted to Concept Equity Pty Ltd
• The shares were issued at 8 cents per share.
• The shares allotted and issued rank equally in all respects with all of the existing shares on issue.
• The funds raised were used for working capital purposes.

$\overline{c}$ ISSUE 14/02/03 and 17/03/03

• The number of securities issued was 25,454,700 and 1,522,624 shares respectively. ٠
• The shares were allotted to shareholders of the company under a share purchase plan issued in accordance with announcements to the ASX on 12 and 13 December 2002 and 10 January 2003.
• The shares were issued at 7.5 cents per share.
• The shares allotted and issued rank equally in all respects with all of the existing shares on issue.
• The funds raised were used for working capital purposes.

The item is an ordinary resolution and as such, to be passed, requires the approval of the majority of the shareholders being eligible to vote, voting in person or by proxy at the Meeting.

The following voting exclusion statement applies:

The Company will disregard any votes cast on the Resolution by any person as named to whom shares were issued on the dates of issue set out in the Schedule above and any associate of such person.

The Company will 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 of the proxy $\bullet$ form; or
• It is cast by the person chairing the Meeting as a proxy for the person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy determines.

The Chairperson has no conflict of interest in relation to the resolution and intends to vote open proxies in the affirmative on the resolution at the meeting.

GENERAL MEETING PROXY FORM

I/We ( full names) ______
$of$ (full address) $\qquad \qquad$
being a member/members of CHARTERS TOWERS GOLD MINES LIMITED, hereby appoint/s:
Full Name of Proxy
Full Address of Proxy ______
or, if I/We have not nominated a proxy or, if the nominee is absent from the meeting, the chairperson of the meeting as my/our proxy to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting of the Company to be held on Friday 20 June, 2003 at the AGL Theatre, Museum of Sydney, Cnr Phillip & Bridge Streets, Sydney, commencing at 11.30am and at any adjournment of the meeting. If no directions are given, the chairperson will vote in favour of each resolution.
if you do not wish to direct your proxy how to vote, please place a cross in the adjacent box.
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.
Voting directions to your proxy - please mark X to indicate your directions
RESOLUTION	For	Against	Abstain*

To ratify the prior allotment and issue of 27,477,324 fully paid Item 1 ordinary shares in the capital of the Company.

*If you mark the abstain box for a particular item you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signature ___	Signed this	— dav ∩*	ንባቦ'

PROXY INSTRUCTIONS

• 1. Any appointed proxy must be a natural person.
• 1. A member who is entitled to cast 2 or more votes may appoint 1 or 2 proxies to attend and vote at a meeting. If you appoint another proxy you should insert the proportion or number of your voting rights given to the pro request.
• 1. Joint holders should all sign this form. Companies should execute this form under common seal or by an officer or attorney duly
• Substitutions and an eight and other companies should execute and form and common search by an officer of attorney day
  authorised. If this form is executed under Power of Attorney, a certificate of non-revocation of Power 4.