INOVIQ LTD — AGM Information 2003

Oct 26, 2003

ACN 009 070 384

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Eurogold Limited for 2003 will be held at the offices of Ernst & Young, Level 34, Central Park, 152 -158 St George's Terrace, Perth, Western Australia at 1:00pm on Thursday, 27 November 2003.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and the Proxy Form form part of this Notice

The Directors have determined pursuant to regulation 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the AGM are those who are registered as Shareholders of the Company on 25 November 2003 at 5:00pm

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in the Schedule.

AGFNDA

Reports and Accounts $\mathbf{1}$

To receive and consider the financial statements being the statement of financial performance, statement of cash flows for the year ended 30 June 2003 and statement of financial position as at that date, and reports of the Directors and the auditor for the vear ended 30 June 2003.

Resolution 1 - Re-election of Mr Peter L Gunzburg as a $2¹$ Director

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

"That Mr Peter L Gunzburg is re-elected as a director of the Company."

Resolution 2 - Authorisation of Placement Facility $\mathbf{R}$

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

"That, in accordance with ASX Listing Rules 7.1 and for all other purposes. Shareholders approve and authorise the Directors to allot and issue up to 10,000,000 Shares each at an issue price of at least 80% of the average market price of the Shares calculated in accordance with ASX Listing Rule 7.3.3 at the date(s) of issue(s) on the terms and conditions set out in section 2 of the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this resolution by a person, or their associate, who may participate in the Placement Facility and might obtain a benefit. (except a benefit solely in their capacity as holder of ordinary securities), if the resolution is passed.

However, the Company will not disregard a vote if:

• $(a)$ it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
• $(b)$ it 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

Pauline Collinson Company Secretary Dated: 23 October 2003

EUROGOLD ACN 009 0707 384

EXPLANATORY MEMORANDUM

Introduction $\blacksquare$

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the AGM to be held at the offices of Ernst & Young, Level 34, Central Park, 152 -158 St George's Terrace, Perth, Western Australia at 1:00 pm on Thursday, 27 November 2003.

The purpose of this Explanatory Memorandum is to provide information which is material to Shareholders in deciding whether or not to pass the resolutions set out in the Notice.

Resolution 1 - Election of Mr Peter L Gunzburg $\overline{2}$

Article 12.3 of the Constitution provides that one third of the Directors shall retire from office at every annual general meeting of the Company and that it is the Director who has been the longest in office who is to retire pursuant to this article.

Directors retiring pursuant to this article are eligible for re-election. Mr Gunzburg is the Director who has been the longest in office. Accordingly, he retires in accordance with article 12.3 of the Constitution and is eligible for re-election.

Mr Gunzburg was appointed as Executive Chairman of the Company on 24 September 2001.

He has a Bachelors Degree in Commerce from the University of Western Australia.

He has 20 years experience as a stockbroker and has previously been a director of Resolute Ltd. Australian Stock Exchange Limited. Evres Reed Ltd and CIBC Worldmarkets Australia Limited.

He is also the Chairman of Fleetwood Corporation and PieNetworks Ltd both of which are companies listed on ASX.

Mr Gunzburg is the largest Shareholder of the Company.

Mr Gunzburg's appointment will take effect from the end of the AGM.

Resolution 2 - Authorise Placement Facility $\overline{3}$

$3.1$ General

Resolution 2 seeks Shareholder approval and authorisation pursuant to ASX Listing Rule 7.1 for the Directors to allot and issue up to 10,000,000 Shares each at an issue price of at least 80% of the average market price of the Shares calculated in accordance with ASX Listing Rule 7.3.3 at the date(s) of issue.

$3.2$ Specific Information Required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3 specific information regarding the Placement Facility is provided as follows:

• $(a)$ The maximum number of Shares the Company can issue is 10,000,000.
• $(b)$ The Company will issue the Shares no later than 3 months after the date of the AGM (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2).
• $(c)$ The issue price of each of the 10,000,000 Shares will be at least 80% of the average market price of the Shares calculated in accordance with ASX Listing Rule 7.3.3 at the date(s) of issue.
• $(d)$ The Shares will be allotted to persons whom the Directors shall determine but the Shares will not be issued to related parties of the Company.
• $(e)$ The Shares are fully paid ordinary shares in the capital of the Company.
• $(f)$ Allotment will occur progressively.
• $(q)$ The Company intends to use the funds raised by the Placement Facility for ongoing exploration working capital and the corporate and administrative activities of the Company including (without limitation); the continuation of a drilling campaign on the Explorer S.A. Romanian licences, Bixad Racsa-Zugau and Racsa Sud Est. (all of which are advanced exploration projects of which two already have established inferred resources) and funding the operation of the Perth office which costs approximately \$300,000 per annum.
• $(h)$ A voting exclusion statement is included in the Notice at paragraph 3.2.

$3.3$ Reason Authorisation Required

ASX Listed Rule 7.1 states that a company in any 12 month period may only issue equity securities which in total equal 15% of its issued capital.

The Company does not wish to use its 15% placement capacity to make the Facility Placement and therefore seeks Shareholder authorisation in accordance with ASX Listing Rule 7.1.

$3.4$ Directors Recommendation Resolution 2

The Directors are of the opinion that resolution 2 is in the best interests of the Company and unanimously recommend Shareholders to vote in favour of it.

Action to be Taken by Shareholders $\mathbf{A}$

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the resolutions set out in the Notice.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the AGM or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the AGM in person.

Schedule

Definitions

In this Explanatory Memorandum and Notice of AGM:

"AGM" means the annual general meeting of the Shareholders of the Company for 2003 to be held at the offices of Ernst & Young, Level 34, Central Park, 152-158 St George's Terrace, Perth, Western Australia at 1:00 pm on Thursday, 27 November 2003.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"ASX Listing Rules" means the listing rules of the ASX.

"Company" means Eurogold Limited.

"Constitution" means the Constitution of the Company.

"Directors" means the directors of the Company.

"Placement Facility" has the meaning provided in resolution 2.

"Proxy Form" means the proxy form attached to the Notice of AGM.

"Securities" means any security (as defined by the Corporations Act 2001 (Cth)) issued or granted (as the case may be) by the Company.

"Shareholder" means a shareholder of the Company.

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

PROXY FORM

APPOINTMENT OF PROXY

IANe

Ωf

being a Shareholder/Shareholders of the Company and entitled to

votes in the Company, hereby appoint²

or failing him the chairman of the AGM as my/our proxy to vote for me/us on my/our behalf at the annual general meeting of the Company to be held at the offices of Ernst & Young, Level 34, Central Park, 152 -158 St George's Terrace. Perth, Western Australia at 1:00 pm on Thursday, 27 November 2003 and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ $1$ of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT: For Resolution 2 below

If the chairman of the AGM is to be your proxy and you have not directed your proxy how to vote on Resolution 2 below, you may tick this box. By marking this box you acknowledge that the chairman of the AGM may exercise your proxy even if he has an interest in the outcome of Resolution 2 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the AGM will not cast your votes on Resolutions 2 and your votes will not be counted in computing the required maiority if a poll is called on any of these Resolutions. .

na na matana a

The chairman of the AGM intends to vote undirected proxies in favour of all the Resolutions

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

		For Against Abstain
Resolution 1	Re-election of Mr Peter L Gunzburg as a Director	La la la la la se
Resolution 2	Authorisation of Placement Facility	$\Box$ $\Box$ $\Box$

AUTHORISED SIGNATURE/S

This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
Contact Name	Contact Daytime Telephone	Date
Insert name and address of Shareholder	Insert name and address of proxy	*Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the AGM may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that AGM. If the Shareholder is entitled to cast 2 or more votes at the AGM the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

You must sign this form as follows in the spaces provided:

• Joint Holding: where the holding is in more than one name all of the holders must sign.
• Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.
• Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the AGM the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (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 received by facsimile transmission at the Perth office of the Company (Level 4, Grain Pool Building, 172 St George's Terrace, Perth WA 6000 or Facsimile +61 (08) 9481 3586) and addressed to the Company Secretary not less than 48 hours prior to the time of commencement of the AGM (WST).