GRANGE RESOURCES LIMITED. — AGM Information 2003

Oct 23, 2003

RANGE RESOURCES LIMITED A.C.N. 009 132 405

STOCK EXCHANGE ANNOUNCEMENT

LISTING RULE 4.7 - ANNUAL REPORT

NOTICE OF ANNUAL GENERAL MEETING

24 October 2003

Grange Resources Limited has today sent to shareholders the following:

• The Company's Annual Report for the year ended 30 June 2003; and
• Notice of its Annual General Meeting to be held at the Conference Centre, Level 14, Forrest Centre, 221 St Georges Terrace, Perth, on Tuesday, 25 November 2003 at 2.00 pm (WST).

The Annual Report comprises those documents already lodged with Australian Stock Exchange Limited ("ASX") on 30 September 2003 and is therefore not attached to this announcement.

The Notice of Annual General Meeting, accompanying Explanatory Memorandum and Proxy Form are attached.

For more information visit the Grange website at www.grangeresources.com.au, or alternatively contact Alec Pismiris on (08) 9321 1118.

ALEC PISMIRIS Company Secretary

GRANGE RESOURCES LIMITED

ABN 80 009 132 405

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

and

PROXY FORM

Date of Meeting:	25 November 2003
Time of Meeting:	$2.00 \text{ pm}$ (WST)
Place of Meeting:	Conference Centre
	The Forrest Centre
	Level 14, 221 St George's Terrace Perth, Western Australia

This Notice of General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

GRANGE RESOURCES LIMITED ABN 80 009 132 405

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Grange Resources Limited ABN 80 009 132 405 ("Company") will be held at Level 14, The Forrest Centre, 221 St George's Terrace, Perth, Western Australia at 2.00pm (WST) on Tuesday, 25 November 2003 for the purposes of transacting the following business.

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting describes the various matters to be considered.

Terms used in this Notice of Annual General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary of Terms as contained in the Explanatory Memorandum.

AGENDA

1. ANNUAL FINANCIAL REPORTS AND ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2003

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2003 comprising the financial statements together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements.

2. RESOLUTION 1 - RE-ELECTION OF A DIRECTOR. MR HANS-RUDOLF MOSER

To consider and if thought fit pass, with or without amendment the following resolution as an ordinary resolution:

"That Mr Hans-Rudolf Moser, who retires in accordance with article 10.3 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

3. RESOLUTION 2 - RATIFICATION OF ISSUE OF SHARES AND OPTIONS

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company hereby approves and ratifies the allotment and issue of a maximum of $1,428,572$ Shares at a price of 35 cents per Share with one free attaching Option per Share exercisable at fifty cents with an expiry date of 28 November 2006 to The Golden Arrow Fund II on such terms and conditions referred to in the Explanatory Memorandum."

In accordance with listing rule 7.5.6, the Company will disregard any votes cast on this resolution by The Golden Arrow Fund II or an Associate of The Golden Arrow Fund II and a person who might obtain a benefit (except a benefit solely in the capacity of a security holder) if the resolution is passed. However, the Company need not disregard a vote if it is cast by The Golden Arrow Fund II as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by a representative of The Golden Arrow Fund chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. RESOLUTION 3 - PROPOSED ISSUE OF SHARES AND OPTIONS

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 7.1 and for all other purposes. Shareholders approve and authorise the issue of up to a maximum of 2,857,143 Shares at a price of 35 cents per Share with one free attaching Option per Share exercisable at 50 cents with an expiry date of 28 November 2006 to The Golden Arrow Fund II on such terms and conditions referred to in the Explanatory Memorandum."

The Company will disregard any votes cast on this Resolution by The Golden Arrow Fund II or any Associates of The Golden Arrow Fund II. However, the Company need not disregard a vote that is cast by The Golden Arrow Fund II as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by a representative of the Golden Arrow Fund II chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on a Proxy Form to vote as the proxy decides.

DATED 22^nd DAY OF OCTOBER 2003 BY ORDER OF THE BOARD

ALEC PISMIRIS COMPANY SECRETARY

GRANGE RESOURCES LIMITED ABN 80 009 132 405

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of Grange Resources Limited ("Company") in connection with the business to be conducted at the Annual General Meeting of Shareholders to be held at Level 14. The Forrest Centre, 221 St George's Terrace, Perth, Western Australia at 2.00pm (WST) on Tuesday, 25 November 2003. This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

1. ANNUAL FINANCIAL REPORTS AND ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2003

The first item of the Notice is to receive and consider the annual financial report and accounts of the Company for the year ended 30 June 2003 comprising the financial statements together with the Directors' declaration and report in relation to that financial year and the auditor's report. No resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company's management and auditors in relation to the Company's results and operations for the financial year.

2. RESOLUTION 1 - RE-ELECTION OF A DIRECTOR, MR HANS-RUDOLF MOSER

Mr Hans-Rudolf Moser is required to resign under the Director rotation provisions of article 10.3 of the Company's Constitution. Mr Hans-Rudolf Moser, being eligible, offers himself for re-election as a Director. The remaining Directors recommend to Shareholders that Mr Moser be re-elected as a Director.

Mr Moser is based in Switzerland with more than 20 years experience in the Swiss banking industry. Mr Moser has a Bachelor of Commerce from the University of Basel in Switzerland and is a Director of a number of Australian publicly listed companies in the resource and technology sectors. Mr Moser manages a large European investment fund and has been an active investor in Australian companies for many years.

3. RESOLUTION 2 - RATIFICATION OF ISSUE OF SHARES AND OPTIONS

Background

As announced to ASX on 10 October 2003, the Company agreed to make a placement of a maximum of 4,285,715 Shares at an issue price of 35 cents per Share with one free attaching Option per Share exercisable at 50 cents with an expiry date of 28 November 2006, to a client of Paterson Ord Minnett Limited being, The Golden Arrow Fund II ("Placement"). It was agreed that the Placement would take place in two tranches as follows:

Tranche One: The first tranche of the Placement involved the issue of 1,428,572 Shares and 1,428,572 free attaching Options to raise \$500,000 and was completed on 17 October 2003 ("Tranche 1"). There were no material conditions relating to Tranche 1 of the Placement.

Tranche Two: The second tranche of the Placement will involve the issue of a maximum of 2,857,143 Shares and 2,857,143 free attaching Options to raise an additional \$1.0 million following the date of the Annual General Meeting but before 28 November 2003 ("Tranche 2"). Tranche 2 of the Placement will be subject to The Golden Arrow Fund II completing due diligence investigations to its satisfaction. If The Golden Arrow Fund II does not complete due diligence investigations to its satisfaction it will notify the Company accordingly and the securities comprising Tranche 2 of the Placement will not be issued by Grange.

Listing Rule 7.4

Listing Rule 7.4 permits a company to subsequently approve an issue of securities made without approval under Listing Rule 7.1. Resolution 2 has been included in this Notice of Annual General Meeting to preserve the Company's ability to issue further securities (if necessary) under Listing Rule 7.1.

Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which exceed 15% of the number of issued securities of the company held at the beginning of the 12 month period, except with the prior approval of shareholders of the company in general meeting of the precise terms and conditions of the proposed issue.

Listing Rule 7.4 states that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 (ie, was within the 15% limit) and shareholders subsequently approve it.

In accordance with Listing Rule 7.5, Shareholders are advised of the following information in relation to Tranche 1 of the Placement:

• 1,428,572 Shares with one free attaching Option per Share (i.e. a total of 1,428,572 $(a)$ Options) were issued to The Golden Arrow Fund II on 16 October 2003;
• $(b)$ The Golden Arrow Fund II is not a Related Party of the Company nor is it an Associate of any of the Directors:
• the issue price of the Shares issued pursuant to Tranche 1 of the Placement was 35 $(c)$ cents per Share;
• \$500,000 in funds was raised from the issue of the Shares and free attaching $(d)$ Options pursuant to Tranche 1 of the Placement before costs of the issue;
• the funds raised by the issue of Shares and free attaching Options pursuant to $(e)$ Tranche 1 of the Placement will be used to fund the Company's strategy of identifying new investment opportunities in the Australian resources sector with the potential to deliver long-term growth and cashflow;
• the Shares issued pursuant to Tranche 1 of the Placement are expected to be quoted $(f)$ on ASX by 22 October 2003;
• the Shares issued pursuant to Tranche 1 of the Placement rank pari passu in all $(g)$ respects with all other Shares in the Company on issue; and
• the terms and conditions of the free attaching Options issued pursuant to Tranche 1 $(h)$ of the Placement are set out in Attachment I to this Explanatory Memorandum.

4. RESOLUTION 3 - PROPOSED ISSUE OF SHARES AND OPTIONS

Resolution 3 seeks approval pursuant to Listing Rule 7.1, for the Company to issue up to 2,857,143 Shares at an issue price of 35 cents per Share and up to 2,857,143 free attaching Options to The Golden Arrow Fund II to raise up to \$1.0 million pursuant to Tranche 2 of the Placement (referred to in Section 3 of this Explanatory Memorandum).

Listing Rule 7.1

As indicated above. Listing Rule 7.1 limits the number of equity securities (e.g. shares, options and convertible notes) which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, eg. a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total of the number of fully paid ordinary shares on issue at the beginning of the 12 month period, plus the number of fully paid ordinary shares issued with the approval of shareholders or under one of the exceptions during the previous 12 months.

The issue of up to 2,857,143 Shares and up to 2,857,143 free attaching Options to The Golden Arrow Fund II pursuant to Tranche 2 of the Placement will not exceed the 15% limit in Listing Rule 7.1 and accordingly the Company is not required to seek shareholder approval of the issue of any Shares or free attaching Options pursuant to Tranche 2 of the Placement for the purposes of Listing Rule 7.1. However, as the Company is seeking the approval of shareholders in respect to Resolution 2. Shareholder approval is also sought for the issue of the Shares and free attaching Options pursuant to Tranche 2 of the Placement in order to preserve the Company's ability to issue further securities (if necessary) under Listing Rule 7.1.

In compliance with Listing Rule 7.3, Shareholders are advised of the following information in relation to Tranche 2 of the Placement:

• the maximum number of securities that will be issued pursuant to Tranche 2 of the $(a)$ Placement is 2,857,143 Shares and 2,857,143 free attaching Options;
• the issue of securities pursuant to Tranche 2 of the Placement will occur no later $(b)$ than 3 months after the date of the Meeting;
• the Shares issued pursuant to Tranche 2 of the Placement will be issued at a price of $(c)$ 35 cents each:
• the Shares and free attaching Options issued pursuant to Tranche 2 of the Placement $(d)$ will be issued to The Golden Arrow Fund II:
• $(e)$ the Shares to be issued pursuant to Tranche 2 of the Placement will, from the date of issue, rank pari passu with, and enjoy the same rights as, all other Shares in the Company on issue;
• $(f)$ the issue of the Shares and free attaching Options pursuant to Tranche 2 of the Placement will raise up to \$1.0 million before costs of the issue:
• the funds raised by the issue of Shares and free attaching Options pursuant to $\left( \mathbf{g} \right)$ Tranche 2 of the Placement will be used to fund the Company's strategy of identifying new investment opportunities in the Australian resources sector with the potential to deliver long-term growth and cashflow;
• the terms and conditions of the free attaching Options issued pursuant to Tranche 2 $(h)$ of the Placement are set out in Attachment 1 to this Explanatory Memorandum
• the Directors presently intend to issue the Shares and free attaching Options $(i)$ pursuant to Tranche 2 of the Placement as one allotment on or before 28 November 2003.

GLOSSARY OF TERMS

The following terms and abbreviations used in the Notice of Meeting and this Explanatory Memorandum
have the following meanings:

ngu	means Australian dollars.
"Annual General Meeting"	means the annual general meeting of Shareholders of the Company or any adjournment thereof, convened by the Notice.
"Associate"	has the meaning given to it by Division 2 of Part 1.2 of the Corporations Act.
"ASX"	means Australian Stock Exchange Limited ACN 008 624 691.
"Board"	means the board of Directors from time to time.
"Business Day"	means a day, other than a Saturday or Sunday on which banks are generally open for business in Perth, Western Australia.
"Corporations Act"	means the Corporations Act 2001 (Cth).
"Constitution"	means the constitution of the Company from time to time.
"Directors"	means the directors of the Company from time to time.
"Explanatory Memorandum"	means this explanatory memorandum.
	"Grange Resources" or "Company" means Grange Resources Limited ABN 80 009 132 405.
"Listing Rules" or "ASX Listing Rules "	means the listing rules of ASX and any other rules of ASX which are applicable while the company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
"Notice" or "Notice of Annual General Meeting "	notice of annual general meeting which the means accompanies this Explanatory Memorandum.
"Option"	means an unlisted option to subscribe for a Share granted on the terms and conditions set out in Attachment 1.
"Optionholder"	means the holder of an Option.
"Related Party"	has the same meaning as that given to the expression in the Corporations Act.
"Resolution"	means a resolution referred to in this Notice of Meeting.
"Share"	means a fully paid ordinary share in the capital of the Company.
"Shareholder"	means a holder of Shares.
"The Golden Arrow Fund II"	means Perpetual Trustees Nominees Limited ACN 000 341 533 as Custodian for the Golden Arrow Fund II described in this Explanatory Memorandum to Resolution 2 having number 079 525 670
"WST"	means western standard time.

Attachment 1

TERMS & CONDITIONS OF OPTIONS

The material terms and conditions of the Options are as follows:

• $(i)$ Each Option entitles the holder to subscribe for one Share.
• The Options will be issued for free and are exercisable at any time during the period beginning on $(ii)$ the date of issue of the Options and expiring at 5pm (WST) on 28 November 2006 ("Expiry Date") by completing an Option exercise form and delivering it to the Company's share registry together with the payment for the number of Shares in respect of which the Options are exercised.
• $(iii)$ The Option exercise price is \$0.50 (50 cents) per Share.
• Subject to the Corporations Act, the Listing Rules and the Company's Constitution, the Options are $(iv)$ freely transferable.
• All Shares issued upon exercise of the Options will rank equally in all respects with the Company's $(v)$ then issued Shares. The Company will apply for quotation by ASX of all Shares issued upon exercise of the Options.
• (vi) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 9 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• (vii) There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro rata issue of Shares or other securities to the Shareholders (other than a Bonus Issue as defined in paragraph (viii) below).
• (viii) If from time to time prior to the expiry of any Options, the Company makes an issue of any class of shares to the holders of Shares on a pro rata basis by way of capitalisation of profits or reserves (other than an issue in lieu of dividends) ("Bonus Issue"), the number of Shares over which the Options are exercisable will be increased by the number of Shares which the holder would have received if the options had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other shares of that class on issue as at the date of issue of the Bonus Shares.
• (ix) In the event of a reconstruction (including consolidation, subdivision, return, reduction or pro rata cancellation) of the issued capital of the Company prior to the Expiry Date, the number of Options to which Optionholder is entitled or the exercise price of the Options or both shall be reconstructed (as appropriate) in accordance with the requirements of the Listing Rules which apply at that time.

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GRANGE RESOURCES LIMITED ARN 80 009 132 405

PROXY FORM

The Secretary
Grange Resources Limited
Level 13, The Forrest Centre
221 St George's Terrace
PERTH WA 6000
Fax Number: +61 8 9321 1523
I/We 1989 - Johann Stein, mars an deus Amerikaansk kommunister (
оf
being a shareholder/(s) of Grange Resources Limited ("Company") and entitled to _______ shares
in the Company hereby appoint example and the company hereby appoint
of
or failing him/her
of

or failing him/her the Chairman 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 Level 14, The Forrest Centre, 221 St George's Terrace, Perth, Western Australia at 2.00pm (WST) on 25 November 2003, and at any adjournment thereof in respect of of my/our shares or, failing any number being specified, ALL of my/our

shares in the Company.

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is [ $1\%$ . (An additional proxy form will be supplied by the Company on request.)

If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on a Resolution, the proxy may abstain or vote at his or her discretion.

I/we direct my/our proxy to vote as indicated below:

RESOLUTION	FOR	AGAINST	ABSTAIN
1. Re-election of a Director, Mr Hans-Rudolf Moser
2. Ratification of Issue of Shares and Options
3. Proposed Issue of Shares and Options

Proxies given by a natural person must be signed by each appointing shareholder or the shareholder's attorney duly authorised in writing. Proxies given by companies must be executed in accordance with section 127 of the Corporations Act or signed by the appointor's attorney duly authorised in writing. The Chairman intends to vote all undirected proxies in favour of each Resolution.

If you do not wish to direct your proxy how to vote, please place a mark in the box. $\Box$

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.

If a natural person:

SIGNED by:

Signature	Signature (if joint holder)
If a company:
Executed in accordance with section 127 of the Corporations Act
Signature of Director	Signature of Director / Secretary
If by Power of Attorney:
SIGNED for and on behalf of
by
under a Power of
and who declares Attorney dated
that he/she has not received any revocation
of such Power of Attorney in the presence
of:

Signature of Attorney

Signature of Witness

PROXY INSTRUCTIONS

Shareholders are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at or sent by facsimile transmission to the registered office of Grange Resources Limited at Level 13, The Forrest Centre, 221 St Georges Terrace, Perth Western Australia 6000, facsimile number +61 8 9321 1523, not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the ease may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act. The proxy may, but need not, be a shareholder of the Company.

In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.

A proxy form is attached to this Notice.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 2.00pm (WST) on 23 November 2003. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.