GRANGE RESOURCES LIMITED. — Proxy Solicitation & Information Statement 2003

Jun 30, 2003

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

STOCK EXCHANGE ANNOUNCEMENT

NOTICE OF GENERAL MEETING

1 July 2003

Grange Resources Limited has today sent to shareholders a Notice of a General Meeting to be held at Level 14, Forrest Centre, 221 St Georges Terrace, Perth, on Thursday, 31st July 2003 at 10.30am.

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

For further information in relation to this announcement or the Company, visit the Grange Resources Limited website at www.grangeresources.com.au or alternatively contact Mr Alec Pismiris on (+618) 9321 1118.

ALEC PISMIRIS Company Secretary

S:\AA - Enterprises:Grange\Compliance\ASX\ASX_Aanouacements\1025.doc

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Grange Resources Limited ABN 80 009 132 405 ("Company") will be held at The Forrest Centre, Level 14, 221 St George's Terrace, Perth, Western Australia at 10:30am (WST) on Thursday, 31 July 2003 for the purposes of transacting the following business.

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes the matter to be considered.

Terms used in this Notice of 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

RESOLUTION - APPROVAL OF ON-MARKET SHARE BUY-BACK

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

"That, in accordance with section $257C(1)$ of the Corporations Act and for all other purposes, the shareholders of the Company hereby approve and authorise the Company to buy-back up to a maximum of 10% of the fully paid ordinary shares in the capital of the Company over a six month period commencing 1 August 2003 on terms summarised in the accompanying Explanatory Memorandum "

DATED 30^th DAY OF JUNE 2003 BY ORDER OF THE BOARD

ALEC PISMIRIS COMPANY SECRETARY

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 General Meeting of Grange Resources Limited to be held at The Forrest Centre, Level 14, 221 St George's Terrace, Perth, Western Australia at 10:30am (WST) on Thursday, 31 July 2003.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

$\mathbf{1}$ . RESOLUTION - APPROVAL OF ON-MARKET SHARE BUY-BACK

$1.1$ On-Market Share Buy-Back

The Resolution seeks shareholder approval for the implementation of an on-market share buyback over a six month period commencing 1 August 2003.

On 5 June 2003, the Company completed an on-market share buy-back, where the Company bought-back 7,361,691 fully paid ordinary shares over a six month period. The proposed onmarket share buy-back will result in the Company exceeding the 10/12 limit imposed by section 257B(4) of the Corporations Act. Pursuant to section 257(C)1 of the Corporations Act, the Company is required to seek shareholder approval for the implementation of the proposed on-market share buy-back by ordinary resolution.

$1.2$ Disclosure of relevant information

In accordance with section 257C(2) of the Corporations Act, paragraph 45 of ASIC Policy Statement 110 and Listing Rule 7.20, the following details set out all the information known to the Company that is material to a shareholder's decision whether to approve the proposed Buy-Back.

Particulars of Shares on Issue $(a)$

The number of Shares on issue before and after the proposed Buy-Back and the percentage of Shares to be bought back by the Company are set out in the table below.

Class of share	Number of Shares on issue	Maximum Number of Shares to be bought back	Maximum % of Shares to be bought back	Minimum Number of Shares on issue post Buy-Back
Fully paid ordinary shares	66,755,221	6,675,522	10.00	60,079,699

$(b)$ The Consideration

Under the proposed Buy-Back, the Company will purchase a maximum of 6,675,522 Shares at the prevailing daily market price of the Shares.

ASX Listing Rule 7.33 restricts a company that is buying back its shares under an on-market share buy-back, to a price which is not more than 5% above the average of the market price for the shares, with the average market price calculated over the previous five days on which sales in the shares were recorded before the day on which the purchase under the buy-back was made.

Assuming the average market price paid under the Buy-Back of the Shares is \$0.25, the total consideration payable by the Company will be \$1,668,880.50.

Reason for the Buy-Back $(c)$

Since June 2002, the Company has successfully implemented a capital management programme that has delivered a concentration of wealth to shareholders by reducing the number of Shares on issue in the capital of the Company. The Buy-Back is a continuation of the Company's capital management programme. Previous initiatives undertaken by the Company in its capital management programme include the following:

• a selective share buy-back approved by shareholders and subsequently completed in June 2002, where the Company bought 5,681,682 Shares at a price of 10 cents per Share and 26,830,169 convertible redeemable preference shares for a total price of \$3.00;
• a selective share buy-back approved by shareholders and subsequently completed in December 2002, where the Company bought 5.681.683 Shares at a price of 11 cents per Share and 26,830,168 convertible redeemable preference shares for a total price of \$1.00:
• the redemption and subsequent cancellation of 46,339,633 convertible redeemable preference shares in June 2003 for a total consideration of \$463.40; and
• the completion of an on-market share buy-back, where the Company over a six month period ending 5 June 2003 bought-back 7,361,691 Shares for a total consideration of \$1,627,590.52.

$(d)$ Interests of Directors in Buy Back

No Directors or a Related Party of any Directors will have an interest in any Shares to be bought back by the Company under the Buy-Back.

$(e)$ Financial Effect of the Buy Back on the Company

The reduction in the cash reserves of the Company will be dependent on the prevailing status of the market and the average of the market price paid for Shares over the maximum 6 month Buy Back period.

For illustrative purposes, the indicative financial effects of the Buy-Back assuming varying market prices are set out in the table below.

Average Price of Buv-Back	25 cents	26 cents	27 cents	28 cents	29 cents	30 cents
Reduction in eash reserves	\$1,668,880	\$1,735,636	\$1,802,391	\$1,869,146	\$1,935,901	\$2,002,657

$(f)$ Source of Funds for the Buy Back

The Buy-Back will be funded from the Company's existing cash reserves of approximately \$4.0 million.

Date of Commencement of Buy-Back and Duration $(g)$

The Buy-Back will commence on or about 1 August 2003 and will continue for a maximum period of 6 months.

$(h)$ Effect the Buy Back will have on the Control of the Company

The Buy-Back will not have any material effect on the control of the Company.

Advantages and Disadvantages of Approving the Buy-Back $(i)$

If the implementation of the Buy-Back is approved by shareholders at the Meeting, the Directors consider that the Buy-Back will:

• $(i)$ not adversely affect the operations of the Company; and
• $(ii)$ be unlikely to materially prejudice the interests of the creditors or shareholders of the Company (or any class of those creditors or shareholders) or significantly affect the solvency of the Company.

The Directors believe that there are no material disadvantages of approving the Buy-Back.

The advantage of approving the Buy-Back is there will be a concentration of wealth of shareholders by reducing the number of Shares on issue in the capital of the Company.

Directors Recommendation $(i)$

The Directors recommend that shareholders approve the Resolution for the reasons set out above.

$(k)$ Audited Financial Statements

The Company's latest set of audited financial statements for the year ended 30 June 2002 were sent to shareholders on 24 October 2002. A copy of these financial statements will be available for inspection without charge to any person entitled to vote at the Meeting.

$(1)$ Current share price

$\ddot{\phantom{0}}$

The Company's share price at close of trading on ASX on the business day prior to the date of this Notice of Meeting was \$0.27.

$\overline{2}$ . GLOSSARY OF TERMS

In this Explanatory Memorandum the following expressions have the following meanings:

"\$" means Australian dollars.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"Buy-Back" means the proposed on-market buy-back to which the Meeting relates.

"Company" means Grange Resources Limited ABN 80 009 132 405.

"Constitution" means the Company's constitution from time to time.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" means the directors of the Company from time to time.

"Explanatory Memorandum" means the explanatory memorandum that accompanies and forms part of this Notice.

"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 waiver by ASX.

"Meeting" means the general meeting of shareholders of the Company convened by this Notice.

"Notice" or "Notice of Meeting" means the notice of general meeting which accompanies this Explanatory Memorandum.

"Related Party" has the meaning given to that term under section 228 of the Corporations Act.

"Resolution" means the resolution referred to in the Notice of Meeting.

"Share(s)" means the fully paid ordinary shares in the capital of Grange Resources Limited ABN 80 009 132 405.

"WST" means western standard time.

PROXY AND VOTING ENTITLEMENT INSTRUCTIONS

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 case 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 Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 10:30am on Tuesday, 29 July 2003. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

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
of
	being a shareholder/(s) of Grange Resources Limited ("Company") and entitled to
	Example 2.1 Shares in 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 General Meeting of the Company to be held at The Forrest Centre, Level 14, 221 St George's Terrace, Perth, Western Australia at 10:30am (WST) on Thursday, 31 July 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 [ $\mathbb{P}'_0$ . (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:

	FOR	AGAINST	ABSTAIN
Approval of On-Market Share Buy-Back

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 the Resolution.

$\Box$ 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 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.

day of As witness my/our hand/s this

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
bv
under a Power of
Attorney dated and who
declares that he/she has not received
any revocation of such Power of
Attorney in the presence of:

Signature of Attorney

Signature of Witness

2003

NOTICE OF GENERAL MEETING

and

EXPLANATORY MEMORANDUM

and

PROXY FORM

Thursday, 31 July 2003 Date of Meeting: Time of Meeting: 10:30am (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.