EVOLUTION MINING LIMITED — AGM Information 2003

Oct 22, 2003

23 October 2003

Company Announcements Platform Australian Stock Exchange Limited 20 Bond Street SYDNEY NSW 2000

NOTICE OF ANNUAL GENERAL MEETING

Please see attached Notice of Annual General Meeting as despatched to shareholders.

Yours sincerely

"John Hannaford"

JOHN HANNAFORD Company Secretary

WESTONIA MINES LIMITED ACN 084 669 036

NOTICE OF ANNUAL GENERAL MEETING

AND

PROXY FORM

DATE OF MEETING:

TUESDAY, 25 NOVEMBER 2003

TIME OF MEETING:

10.30 A.M.

PLACE OF MEETING:

Royal Kings Park Tennis Club, Kings Park Road, West Perth WA 6005

WESTONIA MINES LIMITED ACN 084 669 036

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Westonia Mines Limited ("the Company") will be held at Royal Kings Park Tennis Club, Kings Park Road, West Perth, Western Australia on Tuesday 25^th November 2003 at 10.30 a.m. WST for the purpose of transacting the following business.

AGENDA

ANNUAL ACCOUNTS

To receive and consider the Financial Report, Directors' Report, Directors' Declaration and Audit Report for the year ended 30 June 2003.

RESOLUTION 1 ~ RE-ELECTION OF MR PIETER GREEFF AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Pieter Greeff, a Director of the Company, having retired in accordance with clause 13.2 of the Company's Constitution and being eligible for re-election, be re-elected as a Director of the Company."

SHORT EXPLANATION:

Clause 13.2 of the Constitution requires that at the Annual General Meeting, one-third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

RESOLUTION 2 ~ ELECTION OF MR DAVID MACOBOY AS A DIRECTOR

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That Mr David Macobov, having been appointed as a Director under clause 13.4 of the Constitution by resolution of the Board of Directors, being eligible for election, be elected as a Director."

SHORT EXPLANATION:

Clause 13.4 of the Constitution requires that any additional Director appointed by Directors holds office only until the next following general meeting and is eligible for election.

RESOLUTION 3 ~ RATIFICATION OF PREVIOUS ISSUE OF SHARES

To consider and if thought fit, to pass the following as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, the Company hereby ratifies the previous issue of 12.400.000 fully paid ordinary Shares by the Company the details of which are set out below:

Number Allotted:	12,400,000 ordinary fully paid Shares
Allottees:	Recipient	# Shares
	AUSTRALIA RBC GLOBAL SERVICES	2,300,000
	AUSTRALIA PERMANENT TRUST	2,200,000
	AMP LIFE LIMITED	2,000,000
	ZERO NOMINEES PTY LTD	1,420,000
	AUSTRALIA RBC GLOBAL SERVICES	1,300,000
	INVESTMENT QUEENSLAND NATIONAL NOMINEES LIMITED	1,000,000
	J P MORGAN NOMINEES AUSTRALIA	750,000 280,000
	SHEPPARD KEITH WILLIAM	140,000
	CATHEDRAL NOMINEES PTY LTD	130,000
	ICE COLD INVESTMENTS PTY LTD	100,000
	SEASPIN PTY LTD	100,000
	ZADAR HOLDINGS PTY LTD	100,000
	BEIRNE GREGORY VINCENT + JOSEPHINE ANNE	50,000
	CALDOW WILLIAM CHARLES + JEANETTE ANN	50,000
	DAVID WATSON NOMINEES PTY LTD	50,000
	DRUMMOND BRUCE SCOTT E P LAWRENCE NOMINEES PTY LTD	50,000 50,000
	HANNES INVESTMENTS PTY LTD	50,000
	MOLITA GROVE GRAZING PTY LTD	50,000
	RYGOLD NOMINEES PTY LTD	50,000
	PROE AMY DORIS	35,000
	PROE ROBERT WILLIAM	35,000
	ALTAZARI PTY LTD	30,000
	GLEESON MICHAEL	30,000
	HALES & CO PTY LTD TAN KENG TAT + SERENE	30,000 20,000
	TOTAL	12,400,000
Issue Price:	36 cents per Share.
Terms and Conditions of shares:	Shares Ranking pari passu in all respects with the Company's existing fully paid ordinary Shares.

Purpose of Issue: As detailed in the attached Explanatory Memorandum"

Westonia will disregard any votes cast on this resolution by any person who participated in the issue and any associate of a participant. However the entity 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 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.

RESOLUTION 4 ~ ISSUE OF SHARES

To consider and if thought fit, to pass the following as an ordinary resolution;

"That for the purposes of Listing Rule 7.1, the Company hereby approves and authorises the issue of up to 25,000,000 fully paid ordinary Shares on such terms and conditions as set out in section 4 of the attached Explanatory Memorandum, such Shares to be issued not later than three (3) months after the date of this meeting:

Issue Price:	Not less than 80% of the average market price of the Company's Shares during the 5 days immediately preceding the lodgement of a prospectus to issue the shares.
No. Shares:	up to 25,000,000 fully paid ordinary Shares.
	Terms and Conditions of the Securities: Ranking pari passu in all respects with the Company's existing fully paid ordinary Shares.
Purpose of Issue:	As detailed in the attached Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by any person who may participate in the issue and any person who may obtain a benefit from the issue, or any associate of a participant unless the vote 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 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.

BY ORDER OF THE BOARD

a da bada da JOHN HANNAFORD Company Secretary

Dafed: 22^nd October 2003

EXPLANATORY MEMORANDUM

RESOLUTION 3 ~ RATIFICATION OF ISSUE OF SHARES $\mathbf{1}$ .

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period which, when aggregated with the value of the other securities issued within that 12 month period, exceed 15% of the value of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions or the prior approval of members of the company in general meeting is obtained. It is possible under Listing Rule 7.4 to ratify previous issues that were made otherwise than under Listing Rule 7.1. The effect of such a ratification is to restore Westonia's discretionary power to issue further shares up to 15% of the nominal value of Westonia's issued Shares at the beginning of the relevant 12 month period without obtaining shareholder approval.

Westonia experiences delays and incurs quite significant costs when obtaining shareholder approval each time it wishes to issue securities which exceed the 15% limit and do not otherwise fall within one of the nominated Listing Rule exceptions. It is for this reason that Westonia has chosen to take this opportunity to ratify the previous non-exempt issue made in the last 12 months and thereby restore its discretionary limit to 15%.

In compliance with Listing Rule 7.5 shareholders are advised as follows:

• $(a)$ The number of securities allotted was 12,400,000 ordinary Shares:
• $(b)$ Shares were issued pursuant to a prospectus dated 29 May 2003;
• The Shares were issued at 36 cents per hare; $(c)$
• $(d)$ The Shares rank pari passu in all respects with Westonia's existing fully paid ordinary shares; and
• $(e)$ Funds raised will be used to fund exploration activities on the Company's gold and nickel exploration projects as well as to fund working capital requirements.

$2.$ RESOLUTION 4 ~ ISSUE OF SHARES

The Company is approaching completion of the Bankable Feasibility Study ("BFS") into the recommencement of mining operations at its Westonia Gold Project in Western Australia. Depending on the results of the BFS, the Company will need to raise a significant level of capital to fund development of the project. Until such time as negotiations with project bankers have concluded, the proportion of debt to equity as a component of the capital requirement will not be known with certainty. Once the equity requirement is known the Company will embark on an issue of equity capital. In order to reduce the costs and delays of seeking the approval of shareholders at that time, the Company is seeking approval at the AGM for a capital raising to be conducted as part of the project financing for the Westonia Gold Project. Further details of the nature of the capital raising and the associated terms and conditions will be announced to the market at the appropriate time after the completion of the BFS.

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period which, when aggregated with the value of the other securities issued within that 12 month period, exceed 15% of the value of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions or the prior approval of members of the company in general meeting is obtained.

In compliance with Listing Rule 7.3 shareholders are advised as follows:

• The total number of securities which may be allotted is up to 25,000,000 ordinary Shares; $a)$
• b} It is proposed that the Shares will be issued to the public pursuant to a prospectus;
• The Shares will be issued progressively within 3 months of the date of the general meeting; C)
• The Shares will be issued at 80% of the average market price 5 days immediately preceding the d) lodgement of a prospectus to issue the Shares;
• The Shares rank pari passu in all respects with the Company's existing fully paid ordinary Shares; and $\Theta$
• $\ddot{\text{h}}$ The purpose of the issue of Shares is to raise capital to fund operating costs and the development of the Company's existing activities and new businesses that may be acquired.

$3.$ GLOSSARY OF TERMS

In this Explanatory Memorandum and accompanying Notice of Meeting the following words and expressions have the following meanings:

"ASIC" - Australian Securities & Investments Commission;

"ASX" - Australian Stock Exchange Limited;

• "Company" or "Westonia" means Westonia Mines Limited (ACN 084 669 036);
• "Constitution" means the Constitution of the Company;
• "Corporations Act" means the Corporations Act 2001 (Cth);
• "Listing Rule" means the Listing Rules of the ASX;
• "Shares" means ordinary fully paid shares in the Company.

WESTONIA MINES LIMITED ACN 097 302 675

PROXY FORM

The Share Registrar WESTONIA MINES LIMITED First Floor 9 Havelock Street West Perth WA 6005	OR	Facsimile: 9321 8804
I/We (name of shareholder) www.www.www.www.www.www.www.www.www.ww of (address) being a member/members of Westonia Mines Limited hereby appoint
$(name)$ of (address) …………………………………………………………………………………………… and/or failing that person (name) manufactured and contain a series of the contact of the contact of the contact of the contact of the contact of the contact of the contact of the contact of the contact of the contact of t of (address)

or failing that person then the Chairperson of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the Royal Kings Park Tennis Club, Kings Park Road, West Perth, Western Australia on Tuesday, 25 November 2003 at 10.30 a.m. and at any adjournment of the meeting.

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below: I/We direct my/our Proxy to vote in the following manner:

$\overline{a}$

$\mathbf{r} = \mathbf{r} + \mathbf{r}$

	ror	Adamst	ADSIAIN
Resolution 1 – Re-election of Mr Pieter Greeff as a Director	$\mathbf{r}$		$\mathcal{L}$
Resolution $2 -$ Election of Mr David Macoboy as a Director	$\mathbf{H}$	and the contract of the con-	$\mathcal{L}$
Resolution $3 -$ Ratification of Previous Issue	$\mathbf{1}$	and the property of the con-
Resolution 4 - Approval for Issue of Shares		The Community of the Community

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking this box, you acknowledge that the Chairperson 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.

$\mathbf{r}$ and $\mathbf{r}$

This Proxy is appointed to represent % of my voting rights,
or if two proxies are appointed Proxy No. 1 represents % and Proxy No. 2 represents	% of my total votes.
My total voting rights are shares.

If the shareholder is an individual:

Signature: ____________________________________

If the shareholder is a company: Affix common seal (if required by Constitution)

Director/Sole Director and Secretary

Director/Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• $\mathbf{1}$ . A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
• $\overline{2}$ . Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded.
• $\overline{3}$ . The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed either in accordance with the Constitution of the company or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by all of the joint shareholders, personally or by a duly authorised attorney.
• If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a $\overline{4}$ . certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
• 1. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this General Meeting, that is by 5.00 pm WST on 21 November 2003, by post or facsimile to the respective addresses stipulated in this proxy form.
• 1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; $(a)$ and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy $(b)$ must not vote on a show of hands; and
• If the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and $(c)$
• $(d)$ if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

1. The Chairperson intends to vote in favour of all resolutions set out in the Notice.