CULLEN RESOURCES LIMITED — Management Reports 2003

Jul 30, 2003

HIGHLIGHTS

• High level of exploration activity is continuing on both Cullen and JV funded Projects.
• At the Southern Prospect (Gunbarrel Project), significant air core drill intersections included: 1m @ 11.9 g/t Au (MEAC 227), 2m @ 2.7 g/t Au - repeat assay of 2m @ 11.7 g/t Au (MEAC 235), and 2m @ 6.25 g/t Au (MEAC 223).
• Deeper RC drilling planned for current Quarter at the Southern Prospect.
• Five, "Priority 1" gold targets have been selected from the interpretation of aeromagnetics and compilation of geological and exploration data at Gunbarrel - for first pass testing to commence in the current Quarter (~8000m of RAB/Aircore drilling).
• JV partner Barrick has commenced fieldwork on the Wyloo Project in the Ashburton Province.
• JV partner Sipa is continuing a thorough review of the Killaloe Project near Norseman to identify untested targets for nickel sulphide mineralization.

Level 4, 118 Christie Street, St Leonards NSW 2065 Email: info@cullenresources.com.au

EXPLORATION ACTIVITIES

Northeastern Goldfields

GUNBARREL GOLD PROJECT - (Eureka Group, E's 53/568, 53/535, 53/818, 53/837, MLA's 53/868-870, Cullen 100%; Irwin Bore Group, E53/403, ELA's 53/925 and 981, Cullen 90%: ELA's 53/1040, 1096, Cullen 100%).

The Company's Gunbarrel Gold Project is located about 130km east of Wiluna in the N.E. Goldfields, Western Australia. The 650 km² Gunbarrel Gold Project covers 50 strike km of the Mount Eureka Greenstone Belt, an underexplored belt located 90km east of the highly productive Yandal Greenstone Belt

Cullen's exploration in this belt to date has discovered significant gold mineralisation at the Southern Prospect which has been the focus of recent drilling and the subject of several announcements to the Australian Stock Exchange over the last twelve months. Table 1 is a compilation of all significant drill hole intersections announced from the commencement of drilling in June 2002.

Southern consists of two zones of mineralisation named Central and Galway (Fig.1). Understanding the geology of the prospect and controls on mineralisation has been hindered by the lack of outcrop (up to 3m of transported cover), very deep weathered profile (up to 100m) and intense hydrothermal alteration.

Compilation of all data obtained at Southern to date has resulted in a better understanding of the geological controls to mineralisation and has provided a model to apply in prioritising other parts of the project.

SOUTHERN PROSPECT DRILLING

A programme of shallow aircore drilling (55 holes, 3,441m) was completed at Southern. Principal aims were:

• $\mathbf{1}$ . To better elucidate the geological controls on the gold mineralisation.
• To test the shallow, up dip projections of the multiple, stacked lodes detected by earlier $2.$ drilling at the Central Zone.
• To in-fill previous drilling at the Galway Zone and to test for possible southerly extensions. $3₁$

Significant intersections included: 1m @ 11.9 g/t Au (MEAC 227), 2m @ 2.7 g/t Au (MEAC 235) (with a repeat assay of 2m $\omega$ 11.7 g/t Au indicative of coarse gold) and 2m $\omega$ 6.25 g/t Au (MEAC 223), which are shown in Table 2 and plotted on the attached figure.

The Central Zone is now known to comprise at least three shallowly dipping lodes within an E-W trending zone stretching for at least 300m. These lodes plunge shallowly to the ENE and remain open down plunge east of MERC 74 and MERC 75 (Fig.1 and Table 1). These lodes are preferentially hosted by a package of mafic rocks and are overlain by generally barren ultramafic rocks. The extension of the lodes to the ENE position is supported by the recent results from MEAC 229 (2m @ 2.4 g/t Au to EOH).

The best intersections in the recent programme of drilling at the Galway Zone were 4 $\mathbf{m}$ (a) 2.0 and 1 $\mathbf{m}$ ( $\hat{\mathbf{\omega}}$ 8.5 g/t Au in MEAC 189. Gold mineralisation is interpreted to be localised in steep dipping shear zones at and near the contacts of felsic rocks with mafic and ultramafic rocks. At this stage, the potential of Galway is considered to be less than that of the Central Zone.

Shallow RAB drilling (29 holes, 914m) was also completed to the SE and SW of Southern, as a first pass test of Targets 1 and 2 (Fig.1) selected from the interpretation of Cullen's recent aeromagnetic survey where supported by anomalous lag gold geochemistry.

Both targets were shown by the drilling to be generally underlain by unmineralised ultramafic rocks considered to be generally unfavourable for hosting significant gold mineralisation. However, at the SW target (Target 2), a felsic/ultramafic contact could be an extension of a similar mineralised contact at the Galway Zone and warrants further testing. The most south easterly hole (MER 227). approximately 1 km SSE of Galway (Fig.1), intersected 4m $(a)$ 0.5 g/t Au in a quartz vein hosted by sheared dolerite and also warrants further investigation.

Five aircore holes drilled at an interpreted mafic/ultramafic contact at the Kilkenny Prospect, located about 850m NNW of the Central Zone, intersected weak gold mineralisation.

Several RC holes of the order of 200m deep are planned at the Central Zone to target: (a) possible down-dip extensions of the multiple, stacked lodes: b) ENE extensions of the lodes beyond MERC 74 (7m @ 9.05 g/t Au) and MERC 75 (9m @ 6.2 g/t Au); and, (c) possible lodes stacked beneath those intersected to date.

NEW PRIORITY TARGETS

Recognition of the lithological controls to mineralisation at Southern has provided a model to apply to the prioritization of some of the fifty targets generated from an interpretation of Cullen's recent, detailed aeromagnetic survey (130 km²). Approximately 80% of this area has now been reviewed in detail, and further exploration is planned to test: interpreted shear zones and faults, especially where supported by anomalous surface geochemistry and/or positive indications from previous drilling; structural and lithological analogies to the setting at Southern; and previously untested portions of the greenstone belt. Five "Priority 1" targets will be tested in the first pass with aircore, RAB drilling or geochemical drilling in a programme of $\sim 8,000$ m to commence in August. Field assessment and scheduling of target testing is now in progress.

Prospect/Target	Target Type	Geological Setting	11.000 1 12.000 11.000 11.000 11.000 11.000 1.000 1.000 Proposed Programme
Red Bluff(E53/818)
Target 1T1 Baseline North	Lag and RAB gold anomaly over 700m (peak 164ppb Au)	Conglomerate-basalt contact	RAB/AC drilling 500m Priority 2
Target 1T2	Lag gold anomaly over 800m (peak 100ppb Au)	NW trending structure on basalt-ultramafic contact	RAB drilling Priority 3
Target 1T4 Ruby's Find	Old working	laminated quartz reef in gabbro	RAB drilling Priority 3
Target 3T1	Regional-scale aeromagnetic target	NE trending interpreted structural corridor beneath lake sediments	50m spaced aeromagnetic survey to define drill targets
Eureka Area (E53/568 & 837)
Target 5T1 Eureka	Eureka Workings on "Donegal Shear Zone"	Major NE trending structural corridor with feldspar porphyry intrusion	RC drilling at workings (300m) RAB drilling along strike of shear zone (2000m) Priority 1
Target 5T2 Eureka Northwest	Eureka North Prospect, gold in RC	Quartz vein hosted gold mineralization along a NE trending shear Zone	RC drilling (300m) RAB/AC drilling along strike projections (1000m) Priority 1.
Target 5T3	Aeromagnetic structural trend	NE trending shear zone analogous to Targets 5T1 & 5T2. No previous drilling	RAB drilling (600m) Priority 2/3
Target 5T4	Aeromagnetic structural trend and base of hardpan gold anomaly (peak 71ppb Au).	NNW trending shear zone along conglomerate-ultramafic contact	RAB drilling (350m) Priority 1
Target 5T5	Weak gold anomaly (87ppb Au) from shallow, wide spaced RAB drilling	Quartz vein in basalt in "western greenstone".	RAB drilling. Priority 3
Southern Area (E53/568 & 837)
Target 7T1 Southern	Aeromagnetic target. (1.8km long NNE trending shear linking regional-scale north- south faults).	Granite with greenstone magnetic signatures (xenolith or assimilated) in alluvial covered terrain.	RAB drilling over a highly magnetic section of the shear Priority 3
Target 7T2 Kilkenny	Kilkenny Prospect, aeromagnetic structural targets.	NNE trending shear zone crosscutting stratigraphic trends	RAB/AC drilling (3000m) Priority 1 and 2
Target 8T1 Galway	Southern Prospect area, Galway Zone- aeromagnetic/structural targets	Major NE trending shear zone crosscutting stratigraphic trends. Previous AC and RC, gold mineralization	RAB/AC drilling along strike projections (3000m) Priority 1

SUMMARY OF HIGH PRIORITY GOLD TARGETS IDENTIFIED AT GUNRARREL (see Fig.2)

GUNBARREL NICKEL PROJECT- (Eureka Group: E53/568, E53/535, E53/818, E53/837, Cullen 100%, WMC may earn a 75% interest in nickel and base metal rights).

WMC Resources Limited has advised that it intends drilling two deep diamond drill holes, commencing around the end of August 2003, to test two nickel targets.

WONGANOO GOLD/NICKEL PROJECT - (White Well Group, ELA's 53/1030, 1069, 1046 and 1083, Cullen 100%; Cullen can earn 80% in E53/988).

The Company is continuing to compile available geological and previous exploration data, and has completed preliminary field assessment of target areas derived from this work.

Eastern Goldfields - Norseman

KILLALOE NICKEL PROJECT - E's 63/722*, E63/765*, P's 63/1131, 1132, 1133, 1172, 1173, 1174, Cullen 100%, * 7.5% NPI to Xplore Pty Ltd applies to these tenements; Sipa Resources International NL (Sipa) may earn 70% in nickel and base metal rights)

Sipa is continuing to conduct a thorough review of the project with the aim of identifying untested target areas

KILLALOE GOLD PROJECT - E's 63/722*, E63/765*, P's 63/1131, 1132, 1133, 1172, 1173, 1174, Cullen 100%, * 7.5% NPI to Xplore Pty Ltd applies to these tenements)

Further field assessment of the gold prospects identified from soil sampling and previous drilling has been completed. Programmes of RAB drilling are being planned to further test the priority targets.

Ashburton Gold Province

WYLOO JOINT VENTURE - De Courcy (E47/874, 875, 1004), De Courcy North/Horse Well (E 47/903, ELA 47/1154) Hardey Junction (E08/1145, ELA's 08/1166, 1189, 1327), Catho Well 08/1330; and Mount Stuart (ELA 08/1292)

Joint Venture manager, Barrick Gold Corporation has commenced fieldwork on the project and continued with interpretation, targeting and exploration design during the Ouarter. Heritage Agreements were successfully completed to secure the grant of key tenements. Field programmes of geological mapping, stream sediment and soil sampling are underway with drilling to follow based on these results.

YANKS BORE - Yanks Bore E08/1022, Cullen 51% and Udu Resources Ltd 49%, contributing pro rata; Red Hill West, E08/1135 and Cardo Bore E08/1341, Cullen 100%)

The Company and Udu Resources Ltd are seeking a Joint Venture partner for this project and have initiated distribution of information to selected parties.

SLATE BORE - (M08/79, Cullen 100%, E08/1021, Cullen 100%)

No fieldwork was carried out. Efforts continue to bring in a partner to explore for base metal deposits.

CORPORATE ACTIVITIES

The Company has undertaken two initiatives recently:

• To rationalise the number of shareholders that hold non-marketable parcels of less than \$175 in $\bullet$ order to achieve significant cost savings in reporting to shareholders and share registry service costs: and
• To offer new shares at 3 cents per share to existing shareholders as of 28 July 2003, under the $\bullet$ Company's Shareholder Share Purchase Plan.

Sale of Non-marketable Parcels of Shares of less than \$175 value.

The sale applies to shareholdings of less than \$175 in value in the Company, which are significantly less than a marketable parcel defined by the Australian Stock Exchange ("ASX") as having a value of \$500.

At the record date of 7 July 2003, there were 2,848 shareholders holding a total of 2,916,090 shares to which the non-marketable parcel action applied. At that date, a non-marketable parcel which was less than \$175 in value, was 5,833 shares. Shareholders have the right to instruct the Company not to sell their shares, up to the closing date of 22 August 2003.

At 30^th July, 146 shareholders holding 249,915 shares had elected to retain their shares.

Shareholder Share Purchase Plan

The Plan entitles all eligible shareholders in the Company to purchase up to \$4,950 worth of new shares in the Company at an issue price of 3.0 cents per share. During 2003 Cullen shares have traded between 2.8 cents and 5.4 cents. The record date for determining shareholders' eligibility to participate was 28 July 2003.

Purchase of shares under the Plan is an opportunity for shareholders to increase their shareholdings free of normal transaction costs. The maximum purchase is \$4,950 worth of shares (165,000 shares) and the minimum purchase is \$510 worth of shares (17,000 shares). Shareholders may also apply for any number of shares between these levels. The Plan also provides an opportunity to shareholders who hold less than a marketable parcel of shares (\$500 worth) to increase their shareholding to greater than the marketable parcel level free of normal transaction costs.

The issue is limited to 40 million new ordinary shares, which represents 14.9% of the current issued capital of Cullen. The maximum amount that would be raised is approximately \$1.2 million. If applications exceed the maximum of 40 million shares, they will be scaled back accordingly. Directors may close the offer earlier than the closing date of 27 August 2003 without notice.

ATTRIBUTION

Information in this report which relates to mineralisation is based on information compiled by Grahame Hamilton, a full time employee of Cullen Resources Limited who is a Member of the Australian Institute of Geoscientists and has relevant experience as a Competent Person as defined in the Australasian Code for the Reporting of Identified Mineral Resources and Ore Reserves in relation to mineralisation reported on.

TABLE 1: SUMMARY OF PREVIOULSY REPORTED, SIGNIFICANT INTERSECTIONS (>5 g.metre) FROM THE SOUTHERN PROSPECT.

Prospect/Hole Id	EASTING	NORTHING	From	$T_{\theta}$	Intersection &
	GDA94	GDA94	(m)	(m)	Grade (git Au)
Central
MEAC 13	354136	7056538	32	33	$1m \omega$ 7.9
MEAC 14	354336	7056531	56	$\overline{57}$	1 m @ 77.7
MEAC 15	354236	7056531	58	63	$5m$ $@$ $2.4$
MEAC 34	354186	7056534	48	58	4m @ 2.2
			$\overline{72}$	$\overline{77}$	$5m$ $@$ $1.3$
MEAC 35	354086	7056537	28	30	$2m \omega 4.2$
			73	75	$2m \omega$ 6.4
MEAC 63	354386	7056759	39 39	42 40	$3m$ @ 7.3 $1m$ ( $\widehat{\omega}$ ) 18.8
MEAC 71	354086	7056459	60	64	4m @ 1.5
MEAC 79	354186	7056359	44	46	$2m \omega$ 2.5
MEAC 122	354036	7056259	25	26	1m (a) 16.99
MEAC 147	353900	7055950	12	20	$8m$ @ $2.03$
			40	46	$*6m (a) 5.06$
Incl			44	$\overline{45}$	1m (a) 14.29
			49	50	1m (a) 9.32
MEAC 156	353950	7055850	44	56	12m @ 2.96
MEAC 157	354000	7055850	57	61	4m (a) 1.32
MERC59	353206	7056515	55	57	2m (a) 3.18
			59	61	2m @ 2.08
			100	105	5m @ 1.90
MERC60	354245	7056484	45	46	1m (a) 13.29
Incl			86	94	8m (a) 4.28
			88	$\overline{92}$	4m (a) 6.95
MERC61	354104	7056524	35	42	7m (a) 2.79
Incl MERC62	354134		38 45	39 83	1m @ 11.09
Incl		7056488	46	55	38m (a) 1.08 9m (a) 1.95
Incl			51	55	4m (a) 3.35
Incl			63	$\overline{71}$	8m (a) 1.95
Incl			65	68	3m (a) 3.21
MERC63	354173	7056450	90	94	4m (a) 1.26
MERC65	354105	7056443	68	69	$1m$ (a) $14.43$
MERC68	354296	7056529	53	59	$6m$ $@$ 0.95
MERC 73	354115	7056362	66	84	$18m$ (a) 0.47
MERC 74	354298	70565318	50	52	2m (a) 10.01
			109	111	2m (a) 2.50
			116	123	7m (a) 9.05
Incl MERC 75	3543310	7056506	120 98	121 107	$1m$ (a) 52.73 $9m$ @ 6.20
Incl			98	100	2m (a) 20.40
MERC 76	354137	7056594	69	70	1m (a) 7.93
Galway
MEAC 44	354038	7056137	28	30	2m @ 2.8
MEAC 130	354036	7056059	38	40	2m (a) 2.86
			42	48	6m ( $\omega$ ) 3.64
MEAC 147	353900	7055950	12	20	$8m$ $\omega$ $2.03$
Incl			40 44	46 45	$6m$ $@3.06$ 1m (a) 14.29
			49	50	$1m$ @ $9.32$
MEAC 156	353950	7055850	44	56	12m @ 2.96
MEAC 157	354000	7055850	57	61	4m (a) 1.32
MEAC 73	354115	7056362	66	84	$18m \ (\alpha) 0.47$
MEAC 133	353886	7056059	35	36	1m (a) 7.72

All assays are aqua regia digest with AAS finish

TABLE 2 : SIGNIFICANT AIRCORE AND RAB INTERSECTIONS (>0.5 g/t Au) FROM JUNE QUARTER'S DRILLING - SOUTHERN PROSPECT.

Prospect Hole	Northing GDA94	Easting GDA94	Azimuth	Interval (m)	Intercept (m)	Grade $g/t$ Au
Galway
MEAC 189	7055945	353925	$-90$	50-52	$\mathbf{2}$	1.35
				56-57	1	8.48
				66-67	$\mathbf{1}$	3.93
				69-70	$\mathbf{I}$	1.42
				78-79	$\mathbf{1}$	1.16
MEAC 192	7056000	354000	$-90$	$44 - 47$	3	1.76
				54-55	ĺ	1.35
MEAC 193	7056000	353950	$-90$	50-51	$\mathbf{1}$	1.83
MEAC 197	7055850	353927	$-90$	34-35	$\mathbf{I}$	1.51
MEAC 199	7055850	354025	$-90$	60-64	4	$0.73*$
MEAC 202	7056060	353880	$-90$	$32 - 33$	$\mathbf i$	1.54
				44-45	$\mathbf{I}$	2.39
MEAC 204	7056000	353897	$-60/270$	32-33	ĺ	1.54
MEAC 205	7056060	354035	$-60/270$	30-31	ĺ	2.18
				$40 - 41$	$\mathbf{1}$	2.62
MEAC 206	7055900	353950	$-60/270$	57-58	$\mathbf{I}$	2.93
				59-60	ĺ	1.44
Central Zone
MEAC 219	7056710	354330	$-90$	$41-42$	$\mathbf{I}$	1.00
MEAC 220	7056710	354250	$-90$	78-79	$\mathbf{1}$	1.66
MEAC 221	7056566	354270	$-60/315$	105-107	$\overline{2}$	0.64#
MEAC $223$	7056544	354243	$-60/315$	56-58	$\overline{2}$	6.25
MEAC 226	7056569	354327	$-60/315$	76-77	$\mathbf{I}$	1.08
				106-107	$\mathbf{1}$	1.12
MEAC 227	7056542	354357	$-60/315$	$8-9$	$\mathbf{1}$	11.94
MEAC 229	7056597	354357	$-60/315$	29-30	$\mathbf{I}$	2.21/3.01
						/4.9
				49-51	$\overline{c}$	2.37#
MEAC 232	7056570	354213	$-60/315$	35-36	$\mathbf{I}$	1.60
MEAC 233	7056540	354135	$-60/315$	35-36	-1	6.15
MEAC 234	7056517	354152	$-60/315$	37-39	$\mathfrak{2}$	1.56
				54-55	-1	2.84
MEAC 235	7056502	354054	$-60/315$	35-37	$\overline{2}$	2.64/7.34/ 11.72/2.14
MEAC 237	7056543	354089	$-60/315$	$21 - 22$	$\mathbf{I}$	2.28
South East
MER 227	7055200	354400	$-90$	26-30	4	$0.46*$

* denotes composite sample # denotes mineralisation at end of drillhole. All assays are aqua regia digest with AAS finish. 2.60/11.3/3.06 first assay/ frest repeat assay/ second repeat assay.

Appendix 5B

Rule 5.3

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98.

Name of entity

CULLEN RESOURCES LIMITED

ABN

46 006 045 790

Quarter ended ("current quarter") 30 June 2003

Consolidated statement of cash flows

			Current quarter	Year to date
	Cash flows related to operating activities		\$A'000	$(12 \text{ months})$
				\$A'000
1.1		Receipts from product sales and related debtors
1.2	Payments for	(a) exploration and evaluation	(328)	(1,884)
		(b) development
		(c) production
		(d) administration	(60)	(291)
1.3	Dividends received
1.4		Interest and other items of a similar nature received	10	78
1.5	Interest and other costs of finance paid
1.6	Income taxes paid
1.7	Other (provide details if material)
	Net Operating Cash Flows		(378)	(2,097)
	Cash flows related to investing activities
1.8	Payment for purchases of:	(a)prospects
		(b) equity investments
		(c) other fixed assets		(50)
1.9	Proceeds from sale of:	(a)prospects
		(b) equity investments	329	950
		(c)other fixed assets
1.10	Loans to other entities
1.11	Loans repaid by other entities
1.12	Other (provide details if material)
	Net investing cash flows		329	900
1.13	forward)	Total operating and investing cash flows (carried	(49)	(1, 197)

⁺ See chapter 19 for defined terms.

1.13	Total operating and investing cash flows (brought forward)	(49)	(1, 197)
	Cash flows related to financing activities
1.14	Proceeds from issues of shares, options, etc.
1.15	Proceeds from sale of forfeited shares
1.16	Proceeds from borrowings
1.17	Repayment of borrowings
1.18	Dividends paid
1.19	Other share issue expenses
	Net financing cash flows
	Net increase (decrease) in cash held	(49)	(1, 197)
1.20	Cash at beginning of quarter/year to date	1,557	2,705
1.21	Exchange rate adjustments to item 1.20
1.22	Cash at end of quarter	1,508	1,508

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

		Current quarter \$A'000
1.23	Aggregate amount of payments to the parties included in item 1.2	125
1.24	Aggregate amount of loans to the parties included in item 1.10
1.25	Explanation necessary for an understanding of the transactions

Non-cash financing and investing activities

$2.1$ Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

$2.2$ Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Financing facilities available

$+$ See chapter 19 for defined terms.

Add notes as necessary for an understanding of the position.

		Amount available \$A'000	Amount used \$A'000
3.1	Loan facilities
3.2	Credit standby arrangements

Estimated cash outflows for next quarter

	Total	250
4.2	Development	$\tilde{\phantom{a}}$
4.1	Exploration and evaluation	250
	--------- ------ ----------- --- ---- ----	\$A'000

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.		Current quarter \$A'000	Previous quarter \$A'000
5.1	Cash on hand and at bank	1,508	1,557
5.2	Deposits at call
5.3	Bank overdraft
5.4	Other (provide details)
	Total: cash at end of quarter (item 1.22)	1,508	1,557

Changes in interests in mining tenements

		Tenement reference	Nature of interest (note (2))	Interest at beginning of quarter	Interest at end of quarter
6.1	Interests in mining tenements relinquished, reduced or lapsed
6.2	Interests in mining tenements acquired or increased

⁺ See chapter 19 for defined terms.

Issued and quoted securities at end of current quarter
Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Doashpash intribus rate or interval and any roughpash or vehiclenen hymo together with photo and uated.
		Total number	Number quoted	Issue price per security (see note $3)$ (cents)	Amount paid up per security (see note 3) (cents)
7.1	Preference
	+securities
	(description)
7.2	Changes during
	quarter
	(a) Increases
	through issues
	(b) Decreases
	through returns of
	capital, buy-backs,
	redemptions
7.3	+Ordinary
	securities	268,752,376	268,752,376
7.4	Changes during
	quarter
	(a) Increases
	through issues
	(b) Decreases
	through returns of
	capital, buy-backs
7.5	+Convertible debt
	securities
	(description)
7.6	Changes during
	quarter
	(a) Increases
	through issues
	(b) Decreases
	through securities
	matured, converted
7.7	Options			Exercise price	Expiry date 30 November 2004
	(description and	10,000,000		\$0.04
	conversion factor)	3,500,000		\$0.05	17 January 2006
		2,000,000		\$0.08	17 January 2006
7.8	Issued during
	quarter
7.9	Exercised during
	quarter
7.10	Expired during quarter
7.11	Debentures
	(totals only)
7.12	Unsecured notes
	(totals only)

⁺ See chapter 19 for defined terms.

Compliance statement

• $\mathbf{I}$ This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Law or other standards acceptable to ASX (see note 4).
• $\overline{2}$ This statement does give a true and fair view of the matters disclosed.

Sign here: ...................................... (Director/Company secretary)

Print name: Wayne Kernaghan

Notes

• $\mathbf{I}$ The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
• $\overline{2}$ The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items $6.1$ and $6.2$ .
• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.
• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.
• $\mathcal{L}$ Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

---

• See chapter 19 for defined terms.