HAMMER METALS LIMITED — Share Issue/Capital Change 2003

Feb 23, 2003

MDS5

MIDAS RESOURCES LIMITED

ACN 095 092 158

INCORPORATED IN WESTERN AUSTRALIA APPLICATION FOR SHARES UPON EXERCISE OF OPTIONS

First Names/ Company Name		Surname/ Australian Company Number
Address
					Postcode
(Please complete full name and address) Contact Telephone Number
The registered holder(s) of the Options hereby exercise my/our Option for:
Ordinary Fully Paid Shares at an exercise price of 20 cents each and enclose application money			In figures		In words (amount payable on exercise)	\$
I/We whose full name(s) and address(es) appear above hereby apply for the number of Shares shown above. I/We agree to be bound by the Constitution of the Company.
Securityholder Reference Number (S.R.N.)		Complete this only if you are Issuer Sponsored.
Holder Identification Number (H.I.N.)						Complete this only if you are CHESS Sponsored.
Signature Of Shareholder(s) (All joint holders must sign)		Companies Only - Executed in accordance with the Company's Constitution and the Corporations Law.
Signature	Date	Sole Director and Sole Secretary		Date
Signature	Date	Director	Date		Secretary	Date
Signature	Date	Director	Date		Director	Date
Note: 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.
		Terms and Conditions of the Options

No consideration is payable for the issue of the Options. 1.

I/We Mr/Mrs/Miss

• $\overline{2}$ . The exercise price payable by the Optionholder on the exercise of the Options is A\$0.20 per Option (Exercise Price).
• Options that have not been exercised in accordance with these terms will lapse on 31 December 2005 (Expiry Date). 3.
• The Optionholder may only exercise the Options during the period commencing on the date of allotment and ending on the Expiry Date 4 (Exercise Period). $\overline{5}$
• The Options are exercisable by lodging with the Company during the Exercise Period:
• a written notice of exercise of Options specifying the number of Options being exercised (Exercise Notice);
• a cheque for the Exercise Price for the number of Options being exercised; and
• the Certificate for those Options, for cancellation by the Company.
• 1. Within 14 days of receipt of an Exercise Notice accompanied by the Exercise Price, the directors will:
• allot the number of ordinary shares specified in the Exercise Notice;
• cancel the certificate for the Options being exercised; and
• if applicable, issue a new certificate for any unexercised Options.
• All ordinary shares allotted on the exercise of Options will rank pari passu in all respects with other ordinary shares in the capital of the $\overline{7}$ . Company.
• If the ordinary shares of the Company are listed on the Australian Stock Exchange (ASX), the Company will apply for official quotation by ASX 8. of all ordinary shares allotted pursuant to the exercise of Options within 10 business days after the allotment of those shares.
• The Company will not apply for official quotation by ASX of the Options. 9
• 1. Except if offers are made pursuant to a takeover scheme (which is or has become unconditional) or a takeover announcement to acquire ordinary shares in the Company, the Options will not otherwise be transferable or assignable to any person.
• 1. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company before the expiry of any Options, the number of Options to which the Optionholder is entitled or the Exercise Price of the Options or both will be reconstructed (as appropriate) in accordance with the ASX Listing Rules.
• 1. There are no participating rights or entitlements inherent in the Options and the Optionholder 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 purpose of determining entitlements to any such issue, the books closing date will be at least 9 business days after the issue is announced. This will give the Optionholder the opportunity to exercise that portion of the Options which he is entitled to exercise before the date for determining entitlements to participate in any issue.
• 1. If, before the expiry of any options, the Company makes an issue of shares to the holders of ordinary shares by way of capitalisation of profits or reserves (bonus issue) other than in lieu of a dividend payment, then upon exercise of the Options, the Option holder will be entitled to have issued to him (in addition to the shares which he is otherwise entitled to be issued upon such exercise) additional ordinary shares in the Company. The number of additional shares is the number of ordinary shares which would have been issued to the Optionholder under the bonus issue (bonus shares) if on the date on which entitlements were calculated he had been registered as the holder of the number of shares which he would have been registered as holder if immediately before that date he had exercised his options. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.
• 1. In the event of a pro rata issue by the Company, the number of ordinary shares over which the Options exist and the Exercise Price for each Option will be adjusted in accordance with the ASX Listing Rules.
• $15.$ These rules may be amended from time to time by a resolution of the directors unless a shareholders' resolution is required by the ASX Listing Rules.

Cheques should be made payable to MIDAS RESOURCES LIMITED, crossed "Not Negotiable", drawn on an Australia Bank and posted to Advanced Share Registry Service, PO BOX 6283, East Perth, Western Australia 6892.

NOTE: OPTION NOT EXCERCISED BY 5.00 PM PERTH TIME ON 31ST DECEMBER 2005 WILL AUTOMATICALLY EXPIRE. THESE OPTIONS ARE NOT TRANSFERABLE

MDS5A

MIDAS RESOURCES LIMITED

ACN 095 092 158

INCORPORATED IN WESTERN AUSTRALIA
APPLICATION FOR SHARES UPON EXERCISE OF OPTIONS

I/ We, Mr/ Mrs/Miss		First Names/ Company Name	LIUATIUN FUN SHANES UFUN EXERCIJE UF		Surname/ Australian Company Number
Address
					Postcode
	(Please complete full name and address) Contact Telephone Number		The registered holder(s) of the Options hereby exercise my/our Option for:		In words
			Ordinary Fully Paid Shares at an exercise price of 20 cents each and enclose application money \$ I/We whose full name(s) and address(es) appear above hereby apply for the number of Shares shown above. I/We agree to be		(amount payable on exercise)
		bound by the Constitution of the Company.
Securityholder Reference Number (S.R.N.) Holder Identification Number (H.I.N.)			Complete this only if you are Issuer Sponsored. the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control Complete this only if you are CHESS Sponsored.
Signature Of Shareholder(s) (All joint holders must sign)			Companies Only - Executed in accordance with the Company's Constitution and the Corporations Law.
	Signature	Date	Sole Director and Sole Secretary		Date
	Signature	Date	Director	Date	Secretary	Date
	Signature	Date	Director Note: If signed under Power of Attorney, a Certified Copy of the relevant Power of Attorney document must be exhibited to the Registry.	Date	Director	Date
The Attorney declares that he/she has had no notice of revocation of the Power of Attorney. Terms and Conditions of the Options No consideration is payable for the issue of the Options. 1. The exercise price payable by the Optionholder on the exercise of the Options is A\$0.20 per Option (Exercise Price).
Options that have not been exercised in accordance with these terms will lapse on 31 December 2005 (Expiry Date). 3. The Optionholder may not exercise the Options within the first 12 months of listing. 4. No more than 50% of the options may be exercised before 24 months from date of listing. 5. Options will expire if not exercised within 30 days of leaving office. 6. The Options are exercisable by lodging with the Company during the Exercise Period: 7. a written notice of exercise of Options specifying the number of Options being exercised (Exercise Notice); ٠ a cheque for the Exercise Price for the number of Options being exercised; and $\bullet$ the Certificate for those Options, for cancellation by the Company. $\bullet$ Within 14 days of receipt of an Exercise Notice accompanied by the Exercise Price, the directors will: 8. allot the number of ordinary shares specified in the Exercise Notice; ٠ cancel the certificate for the Options being exercised; and ٠ if applicable, issue a new certificate for any unexercised Options. ٠ All ordinary shares allotted on the exercise of Options will rank pari passu in all respects with other ordinary shares in the capital of the 9 Company. 10. If the ordinary shares of the Company are listed on the Australian Stock Exchange (ASX), the Company will apply for official quotation by ASX of all ordinary shares allotted pursuant to the exercise of Options within 10 business days after the allotment of those shares. 11. The Company will not apply for official quotation by ASX of the Options. 12. Except if offers are made pursuant to a takeover scheme (which is or has become unconditional) or a takeover announcement to acquire ordinary shares in the Company, the Options will not otherwise be transferable or assignable to any person. 13. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company before the expiry of any Options, the number of Options to which the Optionholder is entitled or the Exercise Price of the Options or both will be reconstructed (as appropriate) in accordance with the ASX Listing Rules. 14. There are no participating rights or entitlements inherent in the Options and the Optionholder 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 purpose of determining entitlements to any such issue, the books closing date will be at least 9 business days after the issue is announced. This will give the Optionholder the opportunity to exercise that portion of the Options which he is entitled to exercise before the date for determining entitlements to participate in any issue. 15. If, before the expiry of any options, the Company makes an issue of shares to the holders of ordinary shares by way of capitalisation of profits or reserves (bonus issue) other than in lieu of a dividend payment, then upon exercise of the Options, the Option holder will be entitled to have issued to him (in addition to the shares which he is otherwise entitled to be issued upon such exercise) additional ordinary shares in the Company. The number of additional shares is the number of ordinary shares which would have been issued to the Optionholder under the bonus issue (bonus shares) if on the date on which entitlements were calculated he had been registered as the holder of the number of shares which he would have been registered as holder if immediately before that date he had exercised his options The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options. 16. In the event of a pro rata issue by the Company, the number of ordinary shares over which the Options exist and the Exercise Price for each Option will be adjusted in accordance with the ASX Listing Rules. 17. These rules may be amended from time to time by a resolution of the directors unless a shareholders' resolution is required by the ASX Listing Rules. Cheques should be made payable to MIDAS RESOURCES LIMITED, crossed "Not Negotiable", drawn on an Australia Bank and posted to Advanced Share Registry Service, PO BOX 6283, East Perth, Western Australia 6892.
			NOTE: OPTION NOT EXCERCISED BY 5.00 PM PERTH TIME ON 31ST DECEMBER 2005 WILL AUTOMATICALLY EXPIRE. THESE OPTIONS ARE NOT TRANSFERABLE