CODEIFAI LIMITED — AGM Information 2005

Oct 31, 2005

Australis Mining Corporation Limited
ABN 68 108 649 421 Notice of Annual General Meeting & Explanatory Notes 10 am 30th November 2005

Cambridge Room, Ground Level Christie Corporate 56 Berry Street, North Sydney

31^st October 2005

Dear Shareholder

We invite you to the Company's first annual general meeting (AGM), to be held on Wednesday, 30 November 2005.

The meeting will be held on the ground floor of Christie Corporate, 56 Berry Street North Sydney at 10 am. The meeting will be held in the unfortunate circumstances of the company being in formal administration. The directors have resolved today to appoint an administrator to the company, Hall Chadwick, for what is expected to be a six month period. The directors have taken this step to avoid the possibility of the company trading while insolvent and provide time for a restructuring of its affairs to occur. Further information on the administration will be provided via the company's web site and at the meeting of shareholders.

If shareholders have specific questions they would like to submit to be answered at the AGM, please use the attached form for this purpose. The form can be mailed or faxed to the company's office. Alternatively questions can be emailed to the company at mail@australismining.com.au.

In preparation for the meeting, shareholders are provided with the audited financial report for the year ending 30 June 2005. The 2004-year's financial statements are on the company's web site or can be obtained by requesting a copy from the company's office.

Where you have asked not to receive documents in paper form from the company, the documents can be downloaded from our web site at above www.australismining.com.au, under the Investors section.

Yours sincerely AUSTRALIS MINING CORPORATION LIMITED

fatt

CW (Bill) Duchatel Chairman

Australis Mining Corporation Limited ABN 68 108 649 421 Notice of Annual General Meeting

The 2005 Annual General Meeting of shareholders of Australis Mining Corporation Limited (Company) will be held at the Cambridge Room, ground floor of Christie Corporate, 56 Berry Street North Sydney on Wednesday 30^th November 2005 at 10am.

Ordinary Business

Financial Statements and Report

1. To receive and discuss the financial statements and reports in respect of the year ended 30 June 2005.

Election of Directors

• $\overline{2}$ . Mr. Jerry Goddard offers himself for re-election as a director.
• Dr. Robert Coenraads offers himself for re-election as a director. 3.

Remuneration Report

$4.$ To consider and, if thought fit, to pass the following ordinary resolution:

"That the Company's Remuneration Report for the financial year ended 30 June 2005 be adopted"

Notes

(a) Proxies

A shareholder who is entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint one or two proxies to attend the AGM. Each proxy will have the right to vote on a poll and also to speak at the meeting. A proxy need not be a shareholder of the Company and may be a corporation (which then appoints and individual to exercise its powers at meetings).

A member wishing to appoint a proxy should use the form provided.

Where two proxies are appointed neither proxy may vote on a show of hands and each proxy should be appointed to represent a specified proportion of the member's voting rights. If the proxy appointments do not specify the proportion of the member's voting rights that each proxy may exercise, each proxy may exercise half of the member's votes.

To be valid, the proxy form (together with any required supporting documentation) must be received at the share registry of the Company in Sydney not later than 10:00 am (AEST) on Monday, 28 November 2005. Proxy forms may be submitted in one of the following ways:

• by post to PO Box 1330 North Sydney NSW 2060;
• by facsimile to Australis Mining Corporation Limited on (+612) 8908 5977
• by hand delivery to Level 35, 100 Miller Street North Sydney NSW 2060

(b) Corporate representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act 2001 in which case the Company will require a Certificate of
Appointment of Corporate Representative executed in accordance with the Corporations Act 2001 (Cth). The Certificate must be lodged with the Company before the meeting or at the registration desk on the day of the meeting. The Company will retain the Certificate.

(c) Power of Attorney

If a proxy form is completed by an individual or a corporation under Power of Attorney, the Power of Attorney under which the form is signed, or a certified copy of that Power of Attorney, must accompany the completed proxy form unless the Power of Attorney has previously been noted by the Company.

(d) Eligible to Vote

The Board has determined only persons who hold ordinary shares as at 10.00am (AEST) on Monday 28 November 2005 will be eligible to vote at the meeting.

(e) Directors or Officers Nominated as Poxy

Members who return their proxy forms but do not nominate the identity of their proxy will be taken to have appointed the chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the chairman of the meeting will act in place of the nominated proxy and vote in accordance with the directions on the proxy form. Proxy appointments in favour of the chairman of the meeting or any director or the secretary of the Company, which do not contain a direction, will be used to vote in favour of the resolutions to be proposed at the meeting.

(e) Voting Exclusion Statement

The Company will disregard votes cast on Resolutions 2 and 3 by Directors or their associates.

However the Company need not disregard a vote if it is cast by:

• one of the Directors or their associates as $\Omega$ a proxy for a person who is entitled to vote and if the vote is cast in accordance with the directors on the proxy form; or
• the person chairing the meeting as $(ii)$ proxy for a person who is entitled to vote and is cast in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board Warren Kember Company Secretary Dated at Sydney 28 October 2005

2005 ANNUAL GENERAL MEETING EXPLANATORY NOTES

These notes explain the resolutions set out in the notice of meeting and should be read in conjunction with the notice.

Item 1: Financial Statements and Report

The financial results for the year ended 30 June 2005 are set out in the Company's 2005 Annual Report. In accordance with the Corporations Act 2001, shareholders will be given a reasonable opportunity at the AGM to ask questions and make comments on the financial statements and reports and on the business operations and management of the Company.

During discussion of this item, the Company's auditor will be present and will answer qualifying questions.

If you would like to submit a written question to the Company's directors or auditor, please post your question in the reply paid envelope provided or fax it to (02) 8908 5977. Written questions to the auditor must relate to the content of the auditor's report to be considered at the AGM or the conduct of the audit. A list of qualifying questions received will be made available at the AGM.

Please note that all questions must be received at least five business days before the AGM, that is by no later than 23 November 2005.

Election of Directors Items $2 \& 3$ :

The Company's constitution provides for the re-election each year of one third of directors, other than Managing Director and any director who has been appointed to office since the last AGM.

As all directors, other than Mr. Goddard, were re-elected to the board at the same time at a meeting held in December 2004, the Board determined by the drawing of lot the director to be re-elected at the 2005 Annual General Meeting.

Mr. Goddard was appointed to the Board on 28^th April 2005 and in accordance with the Constitution of the Company, retires and offers himself for re-election.

Details of the experience and skills of the directors to be re-elected are provided below. The Directors recommend that you vote in favour of the re-election of Dr Coenraads and Mr. Goddard.

Dr. Robert Coenraads

Dr. Coenraads is a gemmologist, geologist and geophysicist with over 25 years of industry and academic experience. He is a lecturer for the Gemmological Association of Australia, and author of 30 scientific publications and two books. Dr. Coenraads specializes in sapphire and ruby exploration, heat treatment and processing, and has worked on major gemfields in Australia, Laos and Thailand. He is a Fellow of the Gemmological Association of Australia and Research Associate of the Australian Museum. Dr. Coenraads is and executive director of the company and its Chief Geologist

Mr JW (Jerry) Goddard

Mr. Goddard is the founder and Managing Director of Prime Mortgage Group Limited, mortgage bankers and trust fund managers. Mr. Goddard has had over 40 years experience in corporate banking, finance and treasury functions. During this period he has worked closely with a number of listed mining companies, providing corporate advice and arranging resource funding. Mr. Goddard is also a non-executive director of publicly listed Pacific Magnesium Corporation Limited. Mr. Goddard is a member of the Audit Committee.

Item 4: Remuneration Report

Recent changes to the Corporations Act 2001 require listed companies to provided enlarged disclosures of director and executive remuneration in their Annual Reports. These disclosures are set out in the "Remuneration Report" section of the Directors' Report, contained in the 2005 Annual Report.

The Company is required to propose a non-binding advisory resolution on the Remuneration Report prepared by the Directors, and to allow questions and comments on this Remuneration Report by shareholders.

The Directors recommend that you vote in favour of the resolution.