GWR GROUP LIMITED — Capital/Financing Update 2007

Dec 20, 2007

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21 December 2007

ASX ANNOUNCEMENT

Corporate Summary ASX Code: GWR Issued Capital: 102.9 Mil Issued Options: 26.7 Mil Market Cap fully diluted Dec 07 $A271 Mil Contact Details 6/136 Main Street OSBORNE PARK Western Australia 6017 Tel: +61 8 92019202 Fax: +61 8 92019203 admin@goldenwestresources.com www.goldenwestresources.com Enquiries: Gary Hutchinson Managing Director Mick Wilson Exploration Manager / Director Peter Thompson Director General Manager, Operations

NON-RENOUNCEABLE RIGHTS ISSUE OFFER DOCUMENT

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Further to the Company’s announcement on 11 December 2007, Golden West Resources Limited (ASX: GWR) now attaches an Offer Document for a non renounceable pro-rata rights issue of ordinary fully paid shares on a one for 15 basis at an issue price of $1.85 per share (Rights Issue).

The Rights Issue Offer Document will be dispatched together with an Entitlement and Acceptance Form, to all holding GWR shares as at the record date of 20 December 2007.

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GOLDEN WEST RESOURCES LIMITED ABN 54 102 622 051

RIGHTS ISSUE OFFER DOCUMENT

For a non-renounceable pro rata entitlements issue to Shareholders of approximately 6,861,225 New Shares at an issue price of $1.85 per Share on the basis of 1 New Share for every 15 Existing Shares held on the Record Date, to raise approximately $12,693,266 before issue costs

Important Notice

This document is not a prospectus. This document does not contain all of the information that an investor may require in order to make an informed investment decision regarding the New Shares offered by this document.

This document should be read in its entirety. If after reading this Offer Document you have any questions about the New Shares being offered under this Offer Document then you should consult your stockbroker, accountant or other professional adviser.

The New Shares offered by this Offer Document should be considered as speculative.

The Offer opens on 28 December 2007 and closes at 5:00pm WDT on 21 January 2008. Valid acceptances must be received before that time.

IMPORTANT NOTES

This Offer Document is dated 21 December 2007 and is for a rights issue of continuously quoted securities (as defined in the Corporations Act) of the Company. The rights issue under this Offer Document falls within section 708AA of the Corporations Act and does not require disclosure. Accordingly, the level of disclosure in this Offer Document is significantly less than that required under a prospectus and Eligible Shareholders should rely on their own knowledge of the Company, refer to disclosures made by the Company to ASX and consult their professional advisers before deciding whether to accept the Offer.

No person is authorised to give information or to make any representation in connection with this Offer Document which is not contained in the Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Offer Document.

Eligible Shareholders will receive an Acceptance Form with this Offer Document. The Offer may only be accepted by Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer.

This Offer Document including each of the documents attached to it and which form part of this Offer Document is important and should be read in its entirety prior to making an investment decision. If you do not fully understand this Offer Document or are in any doubt as to how to deal with it, you should consult your professional adviser.

If you complete an Acceptance Form, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the SCH Business Rules. You should note that if you do not provide the information required on the Acceptance Form, the Company may not be able to accept or process your application.

CONTENTS

1	Details of the Offer.......................................................................................................... 1
2	Risk Factors .................................................................................................................... 2
3	Additional Information.................................................................................................... 6
Acceptance Form

1 DETAILS OF THE OFFER

1.1 Introduction

The Company is making a non-renounceable pro rata entitlements offer to Shareholders of approximately 6,861,225 New Shares on the basis of 1 New Share for every 15 Existing Shares held as at the Record Date at an issue price of $1.85 each, to raise approximately $12,693,266 before issue costs.

The number of New Shares to which you are entitled is calculated as at the Record Date and is shown on the Acceptance Form which accompanies this Offer Document.

The Directors may at any time withdraw this Offer Document and the offer of New Shares made under this Offer Document in which case the Company will return all application monies (without interest) within 28 days of giving such notice of withdrawal.

1.2 Timetable for the Issue

Timetable for the Issue
Announcement and application for official quotation of the New Shares	11 December 2007
Ex Date	14 December 2007
Record Date	20 December 2007
Section 708AA notice given to ASX	27 December 2007
Dispatch of Offer Document and Acceptance Form	28 December 2007
Closing Date for acceptance and payment (5.00pm WDT)	21 January 2008
Statements for New Shares despatched	30 January 2008

The Company reserves the right to vary the above dates, subject to the Corporations Act and Listing Rules.

1.3 No Rights Trading

The rights to the New Shares pursuant to the Issue are non-renounceable. Accordingly, there will be no trading of these rights. If you do not take up your entitlement the Offer will lapse.

1.4 Acceptances and Entitlements

This Offer may be accepted in whole or in part prior to the Closing Date subject to the rights of the Company to extend the Offer period or close the Offer early.

Fractional entitlements to New Shares will be rounded up to the nearest whole number. Acceptance cannot exceed your entitlement as shown on the Acceptance Form. If it does, acceptance will be deemed to be for your maximum entitlement and any surplus subscription funds will be returned.

1.5 Action required by Shareholders

• (a) Acceptance in Full

If you wish to take up all of your entitlement, please complete the Acceptance Form and forward it, together with your cheque for the amount shown, to reach the Company’s share registry at the address shown below by the Closing Date.

• (b) Partial Acceptance

• If you wish to take up part of your entitlement, please complete the Acceptance Form by inserting the number of New Shares for which you wish to accept and forward it with your cheque for the total amount payable to reach the Company’s share registry at the address shown below by the Closing Date.

• (c) Non Acceptance

If you do not wish to take your entitlement you are not required to take any action.

• (d) Cheques

Cheques should be made payable to Golden West Resources Limited and crossed “Not Negotiable” and sent to Advanced Share Registry Services by 5.00pm WDT on 21 January 2008 at either of the following addresses:

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By hand:	By post:
110 Stirling Highway Nedlands WA 6009	PO Box 1156 Nedlands WA 6909

1.6

Lead Manager

The Directors reserve the right to issue the shortfall pursuant to Listing Rule 7.2 Exception 3 and in this regard, pursuant to a letter dated 22 November 2007, the Company has appointed Capital Investment Partners Pty Ltd (”CIP”) as Lead Manager to the Issue. The Company will pay to CIP a management fee of 2% on the total funds raised under the rights issue and a share placement fee of 4% of the total funds raised through placement of any shortfall under the rights issue (all amounts exclusive of GST). As such, CIP has agreed to place the shortfall under the rights issue (if any) to professional investors on a “best endeavours” basis. Any third party fees will be paid by CIP from the share placement fee received.

1.7 Rights and Liabilities attaching to New Shares

The New Shares will rank equally in respect of dividends and have the same rights in all other respects (eg voting, bonus issues) as Existing Shares.

Full details of the rights and liabilities attaching to Shares are set out in the Company's Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

1.8 No Offer to Overseas Shareholders

In accordance with ASX Listing Rule 7.7, no Offer is being made to Shareholders with registered addresses outside Australia and New Zealand. The Company has determined that it would be unreasonable to make the Offer of New Shares to Non-participating Shareholders having regard to the number of Non-participating Shareholders, the number and value of the New Shares that would otherwise be offered and the costs in complying with the legal and regulatory requirements of those jurisdictions. No action has been taken to comply with legal and regulatory requirements of jurisdictions outside Australia and New Zealand to permit an offer of the New Shares in any jurisdiction outside Australia and New Zealand.

The Company will send a copy of this Offer Document to each Non-participating Shareholder in order to inform all Non-participating Shareholders that the Offer is not being made to them.

If you have any queries concerning your entitlement, please contact: John Palermo, Company Secretary Golden West Resources Limited Tel: +61 8 9242 1622 Fax: +61 8 9242 5903 or contact your stockbroker or professional adviser.

2 RISK FACTORS

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, the following is a summary of specific risks associated with an investment in the Company:

General and Industry Risks

2.1 Economic Conditions

• Adverse changes in economic conditions such as interest rates, exchange rates, inflation, government policy, international economic conditions, and employment rates amongst

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others are outside of the Company’s control and have the potential to have an adverse impact on the Company and its operations.

2.2 Stock Market Fluctuations

Investors should be aware that there are risks associated with any investment in a company listed on ASX. The value of Shares may rise above or fall below the current share price depending on the financial and operating performance of the Company and external factors over which the Company and the Directors have no control. These external factors include:

• economic conditions in Australia and overseas which may have a negative impact on equity capital markets;

• changing investor sentiment in the local and international stock markets specifically relating to the mining sector or iron ore sector stocks;

• changes in domestic or international fiscal, monetary, regulatory and other government policies; and

• developments and general conditions in the iron ore markets in which the Company proposes to operate and which may impact on the future value and pricing of shares in iron ore companies.

2.3

Commodity Price Movements

Iron ore prices have varied significantly over recent years and are currently at, or near, historical highs. This is, to a large extent, attributed to strong demand from countries such as China, Japan, India and South Korea. Competitor behaviour or the behaviour of new entrants attracted by current price increases may also influence iron ore price negotiation outcomes. Accordingly, it is difficult to predict accurately future price movements and such movements may have a positive or negative impact on the Company’s future development and planned future production.

2.4

Regulatory Risks

Mining and construction operations in Australia are subject to a variety of general and industry specific regulations concerning the environment, the health and safety of employees, land access, infrastructure creation and access, royalties, taxation, accounting policies and other matters. Compliance with such laws may cause delays or require capital outlays in excess of those anticipated, causing an adverse impact on the Wiluna West Project.

While the Company’s exploration and general business activities are highly regulated, it is possible that new specific laws will be introduced in Australia and/or overseas which may have a material adverse effect on the Company’s current and future business. For example, laws may be established to address concerns relating to the use of iron ore, the production of carbon dioxide or the remediation of mines.

2.5 Mining and Exploration Risks

The business of mining exploration, mineral development and production is subject to risk by its nature. The success of the business depends on successful exploration and/or acquisition of reserves, successful development in accordance with forecasts and successful management of the operations.

Exploration and mining are speculative undertakings which may be hampered by force majeure circumstances, land claims and unforeseen mining problems.

2.6 Insurance Risks

Although insurance is proposed to be maintained for the development, construction and operation of any project within ranges of coverage consistent with industry practice, no assurance can be given that such insurance will be available in the future on commercially reasonable terms or that

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any cover will be adequate and available to cover any or all claims. If the Company incurs uninsured losses or liabilities, its assets, profits and prospects may be adversely affected.

2.7 Environmental Risks

Iron ore exploration and production can be environmentally sensitive and can give rise to substantial costs for environmental rehabilitation, damage control and losses. Further, there are a number of environmental conditions that may be attached to the Company’s mining tenements. Failure to meet such conditions could lead to forfeiture of these tenements. Future legislative and regulatory changes may be introduced. Such changes could have an adverse impact on the Company’s operations and potential profitability.

2.8

Tenement Title Risks

All of the tenements for which the Company is the registered holder will be subject to application for renewal by the tenement holder from time to time. The renewal of the term of each tenement is subject to applicable legislation. The Directors are not aware of any reason why renewal of the term of any tenement should not be granted.

Company Specific Risks

2.9

Operational Risks

The Company could be adversely affected by disruptions to exploration, mine development or proposed future operations caused by adverse climatic, geological, geotechnical, seismic and mining conditions, infrastructure construction and operation breakdown of equipment, industrial accidents, labour disputes and port delays. The Company will seek to minimise the potential damage flowing from the occurrence of some of these risks by obtaining suitable indemnities from suppliers and contractors in the event that equipment or services do not provide the performance that was expected.

The occurrence of operating risks can result in increased production costs for the Company if it commences operations and may materially impact on the Company’s competitive position or ability to derive profits. In particular, mining costs may be materially impacted by adverse mining and geological conditions. Iron ore processing costs and yields may be negatively impacted by unforeseen deterioration in the quality or quantity of iron ore mined and any unbudgeted increase in operating costs.

2.10 Loss of Key Personnel

The Company may also face risks from the loss of key personnel from time to time, as it may be difficult to secure replacement personnel with appropriate experience and expertise, particularly in the current Western Australian market which is highly competitive.

2.11 Resource Estimations

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when made, may change significantly when new information becomes available. In addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter mineralisation or formations different from those predicted by past sampling and drilling, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could have either a positive or negative effect on the Company’s operations.

Completion of updated resource estimates at Wiluna West has outlined an interim Inferred Mineral Resource (as defined in the JORC Code) of 86.3 million tonnes at 60.1% Fe. The actual volumes, grades and recoveries of the iron ore may be more or less than this estimate. The estimates for Wiluna West are only estimates based on the judgment, experience and technical data available to the Company.

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2.12 Mine Development, Construction and Commissioning

The development of the Wiluna West Project will require substantial capital expenditure, experienced personnel and regulatory approvals. The Company will be subject to all the risks inherent in the establishment of a new mining and infrastructure project.

There is no guarantee that the resources and approvals required for development of the Wiluna West Project in a timely fashion will be readily available.

The Company is yet to conduct a feasibility study, which provides the basis for project planning, cash flow analysis and proposed financing. Raising finance for the establishment of a commercial mining operation at Wiluna West depends on the outcome of the feasibility study. Additional work is therefore required before any decision can be made to further develop the Project.

2.13 Infrastructure Development

The Company is currently assessing the infrastructure requirements associated with the Wiluna West Project including the export of the iron ore from either the Port of Esperance or from a proposed new port at Oakajee. Delays in selecting an appropriate infrastructure provider, funding and construction of suitable rail and port infrastructure may affect the economic value of the Wiluna West Project.

The development of suitable infrastructure is an integral part of the successful development of the Wiluna West Project. An inability to secure or delay in securing or a delay in construction or implementation of suitable infrastructure may impact on the future viability of the Project.

As at the date of this Offer Document, no decision has been made by the Western Australian State Government with respect to the Oakajee route as to the provider or providers of the infrastructure, its route and location or the proposed construction timetable.

Further, the construction of the necessary port and rail infrastructure associated with the Oakajee port assumes that the miners in the mid-west region will have a bankable project to justify such development. There is a risk that the miners in the region are unable to delineate sufficient reserves to bank the development of the infrastructure.

The Company will rely on third parties to undertake construction of appropriate infrastructure, equipment supply, installation and commissioning and there is a risk that these third parties will not perform their obligations promptly, properly or at all. In addition, there may be significant delays or expenses associated with constructing or otherwise transport infrastructure arrangements.

2.14 Native Title and Aboriginal Heritage Risk

The grant of a mining tenement in Western Australia is generally a “Future Act” under the Native Title Act 1993 (“NTA”) and the grant of a tenement is subject to the right to negotiate procedures under the NTA. These procedures give registered native title claimants rights to negotiate with tenement applicants prior to the grant of the tenement.

There may also be registered or unregistered Aboriginal heritage sites on land covered by the Company’s tenements and the Company must comply with the provisions of the Aboriginal Heritage Act 1972 (the "Heritage Acts”) and the Aboriginal and Torres Strait Islander Heritage Protection Act 1984. The presence of sites of indigenous heritage significance may limit or preclude mining or construction activity and delays and expenses may be incurred in obtaining clearance and approvals.

All of the Company’s tenements, excluding L53/147, are live tenements and we presume the right to negotiate procedures of the NTA have been complied prior to their grant.

The majority of the tenements in Wiluna West and Dohertys Projects are covered by the Sir Samuel Number 2 Native Title Claims (NNTT WC95/82 & WC95/58) (“SS Claims”). The SS Claims are not registered as at the date of this Offer Document and as a result the claimants do not have the right to negotiate under the NTA. Mining lease 57/619 is affected by one of the SS Claims (WC95/82)

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and the Koara native title claim (WC95/001), which is also not registered as at the date of this Offer Document. The claims may become registered at some time in the future. If this occurs and the Company wishes to apply for further tenements in the area then the Company may be required to negotiate with the claimants pursuant to the NTA.

Miscellaneous licence application 53/147 is affected by Sir Samuel Claim (WC95/82) and the Wiluna native title claim (WC99/24). The Wiluna claim is registered and the claimants have the right to negotiate in relation to its grant. Pursuant to the right to negotiate procedures the Wiluna claimants have lodged an objection to the grant of the tenement being included in “expedited procedure” under the NTA. The objection is not an objection to the tenement being granted, but to the application being fast-tracked. The parties are now required to negotiate in relation to the grant of the tenement or apply to the NNTT for a determination. The grant of tenements by agreement usually follows the entry into an agreement between the applicant for the tenement and the claimant or objectors, which relates to the protection of both Aboriginal heritage and Aboriginal sites during exploration.

Pursuant to a Deed of Agreement with a number of the Sir Samuel Claimants the Company conducted heritage surveys over the area of a number of the tenements (M53/1016, M53/1017, M53/1018, E53/1089, E53/1114, E53/1116, E53/1159, E53/1173, E53/1177, L53/115, L53/156). The survey identified an area within the tenements as a site and the Company will not conduct any mining activity on that area without complying with the provisions of the Heritage Acts. In addition, the Company agreed to conduct further negotiations with the claimants should they proceed to productive mining in the area.

2.15 Specific Environmental and Regulatory Risk

The Company will need to receive various environmental approvals before it can develop the Wiluna West Project. There is risk that these approvals may be delayed or not granted or that additional environmental conditions will be required.

2.16 Future Capital Needs and Additional Funding

The ultimate development of the Wiluna West Project will involve a substantial investment of capital that will require funding. The Company is confident that the Wiluna West Project will attract funding support from other industry participants; however, there can be no guarantee of this. Further, there can be no assurance that the Company will be able to obtain additional capital resources on terms acceptable to the Company.

Any additional equity financing may be dilutive to existing shareholders and any debt financing if available may involve restrictive covenants, which limit the Company's operations and business strategy.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

3 ADDITIONAL INFORMATION

3.1 Disclosing Entity and Enhanced Disclosure Securities

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX, and as such are subject to regular reporting and disclosure obligations.

This Offer Document is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include information that would be included in a disclosure document or which investors ought to have regard to in decided whether to subscribe for New Shares under the Offer. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

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Copies of the Company's announcements can be obtained from www.asx.com.au or www.goldenwestresources.com.

3.2 Rights Issue Notice

The Company has lodged with ASX a notice in accordance with section 708AA Corporations Act which sets out, amongst other information, the effect of the Offer on the control of the Company. This notice may be reviewed on the websites of the Company and ASX.

3.3 Directors Holdings

On the assumption that the Directors will each take up all of their entitlement, which is not certain as at the date of this Offer Document, the Directors will have the following interests in New Shares following the Issue:

	Existing	Existing	**Future ***	**Future ***
Director	Shares	Options	Shares	Options
Geoff Wedlock	Nil	Nil	Nil	Nil
Gary Hutchinson	3,062,500	3,631,250	3,266,667	3,631,250
Michael Wilson	1,483,573	4,426,786	1,582,478	4,426,786
Peter Thompson	Nil	1,000,000	Nil	1,000,000
Constantino Markopoulos	Nil	1,000,000	Nil	1,000,000
Alan Rudd	600,000	2,000,000	640,000	2,000,000

* Future interests of Directors assumes that each Director takes up his full entitlement under the Offer.

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GLOSSARY

Acceptance Form means the entitlement and acceptance form accompanying this Offer Document.

ASX means ASX Limited (ABN 98 008 624 691).

Business Day means a day on which trading takes place on the stock market of ASX.

CHESS means ASX Clearing House Electronic Sub-registry System.

Closing Date means 21 January 2008, or such other date as may be determined by the Directors under this Offer Document.

Company means Golden West Resources Limited (ABN 54 102 622 051).

Constitution means the Company's Constitution as at the date of this Offer Document.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means directors of the Company at the date of this Offer Document.

Dollar or $ means Australian dollars.

Eligible Shareholders means a Shareholder on the Record Date other than a Non-participating Shareholder.

Existing Share means a fully paid ordinary share in the capital of the Company.

Issue or Offer means the offer and issue of New Shares under this Offer Document.

Lead Manager means Capital Investment Partners Pty Ltd.

Listing Rules or ASX Listing Rules means the Listing Rules of ASX.

New Share means a fully paid ordinary share in the capital of the Company to be issued under this Offer Document.

Non-participating Shareholder means Shareholders on the Record Date who have a registered address outside Australia and New Zealand.

Offer Document means this document.

Record Date means 20 December 2007 or such other date as may be determined by the Directors under this Offer Document.

SCH Business Rules means the business rules of the securities clearing house which operates CHESS.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

WDT means Australian Western Daylight Time.

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER DOCUMENT SHOULD BE READ IN ITS ENTIRETY BEFORE AN APPLICATION FOR SHARES IS MADE. IF YOU ARE IN DOUBT AS TO WHAT ACTION TO TAKE YOU SHOULD CONSULT YOUR STOCKBROKER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

GOLDEN WEST RESOURCES LIMITED

ABN 54 102 622 051

SHARE REGISTRY: Advanced Share Registry Services, 110 Stirling Highway, Western Australia 6009

ENTITLEMENT AND ACCEPTANCE FORM

[SHAREHOLDER NAME]

[ADDRESS]

Subreg HIN/SRN Shareholding at 5.00pm on 20 December 2007 Entitlement to new shares on 1:15 basis Amount Payable at $1.85 per new share

NON-RENOUNCEABLE PRO-RATA SHARE OFFER

OF ONE (1) NEW SHARE FOR EVERY FIFTEEN (15) SHARES HELD AT AN ISSUE PRICE OF A$1.85 PER NEW SHARE

CLOSING 5.00 PM AUSTRALIAN WESTERN DAYLIGHT TIME ON 21 JANUARY 2008

To the Directors,

GOLDEN WEST RESOURCES LIMITED

• (1) I/We, the above named being registered on 20 December 2007 (at 5.00pm Australian WDT) as the holder(s) of ordinary shares in your company do hereby accept and apply for the under mentioned New Shares issued in accordance with the terms of the Offer Document accompanying this form:

PLEASE COMPLETE:

A No. of Shares accepted B Total Amount Payable (not more than your entitlement) Total amount Enclosed, being Application Monies A$1.85 per New Share applied for in Box A A$ . (multiply Box A x A$1.85) Your contact Number ( ) CHEQUE DETAILS DRAWER BANK BRANCH AMOUNT

• (2) I/We hereby authorise you to place my/our name(s) on the register of Shareholders in respect of the number of New Shares issued to me/us. (3) I/We agree to be bound by the Constitution of the Company.

(4) I/We acknowledge that the return of this form with the required remittance will constitute acceptance of the New Shares and without communication of such acceptance to me/us.

• (5) I/We enclose my/our cheque payable to “GOLDEN WEST RESOURCES LIMITED” for the amount shown above being payment at the rate of A$1.85 per New Share.

THIS FORM DOES NOT REQUIRE SIGNATURE UNLESS YOU WISH TO ADVISE CHANGE OF ADDRESS

CHANGE OF ADDRESS: If your address is different to that shown above and you are an Issuer Sponsored Holder, please advise new details below. Broker sponsored holders must direct their change of address to the sponsoring broker.

*** Signature(s)** : This advice is to be signed by the holder of the Shares. All joint holders must sign. A Company advice is to be signed by two authorised officers, stating their position, as per the Company’s Constitution or Replaceable Rules. If Sole Director/Secretary, please state this when signing. If signed under Power of Attorney, a Certified Copy of the relevant Power of Attorney document must be exhibited to the Registry. The Attorney declares that he/she has had no notice of revocation of the Power of Attorney.

**NEW ADDRESS SIGNATURE ***

THE ACCEPTANCE FORM WITH PAYMENT IN FULL MUST BE RECEIVED BY THE SHARE REGISTRY NO LATER THAN 5.00 PM AUSTRALIAN WESTERN DAYLIGHT TIME ON 21 JANUARY 2008. THIS FORM WILL NOT BE VALID IF ANOTHER NAME IS SUBSTITUTED FOR THE NAME PRINTED ON THE FORM.

PLEASE REFER TO INSTRUCTIONS OVERLEAF.

INSTRUCTIONS FOR HANDLING ENTITLEMENT AND ACCEPTANCE FORM

PLEASE READ THESE INSTRUCTIONS CAREFULLY. YOUR ENTITLEMENT IN THIS OFFER IS VALUABLE. ENQUIRIES SHOULD BE DIRECTED TO THE COMPANY SECRETARY: Telephone: (08) 9242 1622; Fax: (08) 9242 5903.

1. If you wish to take up your Entitlement in full or apply for additional New Shares

If you are taking up your Entitlement in full, please complete this form overleaf, attach your cheque made payable to “GOLDEN WEST RESOURCES LIMITED” for the amount payable in Australian currency as stated overleaf and forward it so as to reach Advanced Share Registry Services by no later than 5.00 pm WDT on 21 January 2008.

	Deliver To: Golden West Resources Limited Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009	OR	Post To: Golden West Resources Limited Advanced Share Registry Services PO Box 1156 Nedlands WA 6909

2. If you wish to take up your Entitlement in part

If you wish to take up part of your Entitlement attach your cheque made payable to “GOLDEN WEST RESOURCES LIMITED” for the amount payable in Australian currency for that part of your Entitlement which you wish to accept and forward it to one of the addresses above by no later than 5.00 pm WDT on 21 January 2008.

3. Payment

Payment must be made in Australian currency and cheques should be made payable to “GOLDEN WEST RESOURCES LIMITED” and crossed “Not Negotiable.” Receipts for payments will not be issued.

4. Entitlement not taken up

If you decide not to take up all or part Entitlements to New Shares these will be placed by the Lead Manager and you will receive no benefit from the Offer. It is therefore important that you take action to take up your Entitlement in accordance with the above instructions.

IMPORTANT

• This Entitlement and Acceptance form should not be relied upon as evidence of the current Entitlement of the person named on this Entitlement and Acceptance form.

• The Offer Document and Entitlement and Acceptance Form do not constitute an offer of securities in any jurisdiction outside of Australia or New Zealand or places where Golden West Resources Limited is satisfied that the Offer won’t breach any applicable laws. By applying for New Shares under this Entitlement and Acceptance Form or by accepting this Offer, you represent and warrant that applying for New Shares does not breach any law in any relevant overseas jurisdiction.

• The Offer is an offer of New Shares on the basis of one (1) New Share for every fifteen (15) Shares registered at 5:00pm Australian Western Daylight Time (WDT) on 20 December 2007.

• The price at which each New Share may be purchased under this Offer is $A1.85.

• There is no requirement for shareholders to participate in this Offer. Failure to participate will result in a dilution of existing shareholding.

• � This Offer is non-renounceable (You may not transfer or assign your entitlement to any other person).

THE ENTITLEMENT OFFER CLOSES 5.00 PM (W.D.T) ON 21 JANUARY 2008