INOVIQ LTD — AGM Information 2006

Oct 29, 2006

EUROGOLD LIMITED ACN 009 070 384

NOTICE OF ANNUAL GENERAL MEETING

An Annual General Meeting of the Company will be held at RFC Corporate Finance, Level 8, QV1, 250 St George's Terrace, Perth, Western Australia on 30 November 2006 at 3:00pm (WST).

This Notice of annual general meeting should be read in its 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.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9481 0572.

EUROGOLD LIMITED ACN 009 070 384

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of shareholders of Eurogold Limited ("Company") will be held at RFC Corporate Finance, Level 8, QV1, 250 St George's Terrace on 30 November 2006 at 3.00pm (WST) ("Meeting").

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 28 November 2006 at 5pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 11.

AGENDA

Financial Report

To receive the Financial Report of the Company and its controlled entities for the year ended 30 June 2006 together with a Directors' report in relation to that financial year and the auditor's report on the Financial Report.

Resolution 1 - Approve Remuneration Report $1₁$

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

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Resolution 2 - Re-election of Mr Neil MacLachlan as $2₁$ Director

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

"That Mr Neil MacLachlan, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

$\mathbf{3}$ Resolution 3 - Ratification of Prior Share Issue

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

"That, in accordance with ASX Listing Rule 7.4, the Shareholders ratify the issue of 35,000,000 Shares each at an issue price of \$0.05 made on 4 August 2006 in accordance with the terms in the Explanatory Memorandum ("Prior Share Issue")."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the Prior Share Issue or any associates of such a person.

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
• it is cast by the person chairing the Meeting as proxy for a person who is $(b)$ entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

$\overline{\mathbf{A}}$ . Resolution 4 - Authorise Listed Option Issue

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 35,000,000 Listed Options to subscribers under the Prior Share Issue on the terms and conditions in the Explanatory Memorandum ("Listed Option Issue")."

Voting exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Listed Option Issue and a person who might obtain a benefit, except a benefit solely in the capacity of a 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.

5. Resolution 5 - Authorise Director Placement

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

"That, in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve the issue of 5,000,000 Shares each with one free attaching Listed Option to Peter Gunzburg in repayment of a loan of \$250,000 by Peter Gunzburg to the Company on the terms and conditions in the Explanatory Memorandum ("Director Placement")."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or any associate of such a person.

However, the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in $(a)$ 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.

6. Resolution 6 - Authorise Placement Facility

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 100,000,000 Shares and 100,000,000 Listed Options to sophisticated investors on the terms and conditions in the Explanatory Memorandum ("Placement Facility")."

Voting exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed. However, the Company will not disregard a vote if:

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

$\overline{7}$ . Resolution 7 - Authorise participation by Mr Peter Gunzburg and/or associates

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

"That, subject to Resolution 6 being passed, and in accordance with Listing Rule 10.11 and for all other purposes. Shareholders authorise and approve Peter Gunzburg and/or his associates subscribing for up to ten percent of the Shares and Listed Options to be issued under the Placement Facility."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or any associate of such a person.

However, the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in $(a)$ 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.

8. Resolution 8-Authorise Oxus Placement Facility

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 25,000,000 Shares and 25,000,000 Listed Options to sophisticated investors for the purpose of repaying the Oxus Loan on the terms and conditions in the Explanatory Memorandum ("Oxus Placement Facility")."

Voting exclusion

The Company will disregard any votes cast on this Resolution a person who may participate in the Oxus Placement Facility or a person who might obtain a benefit, except a benefit solely in the capacity of a 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.

Dated 25 October 2006 By Order of the Board

Pauline Collinson Company Secretary

EUROGOLD LIMITED ACN 009 070 384

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at RFC Corporate Finance, Level 8, QV1, 250 St George's Terrace on 30 November 2006 at 3.00pm (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions.

A Proxy Form is located at the end of the Explanatory Memorandum.

$1.$ Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

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 Meeting 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 Meeting in person.

$2₁$ Financial statements and reports

The Corporations Act requires the Financial Report (which includes the financial statements and directors declaration), the Directors' report and auditor's report to be laid before the Company's annual general meeting. There is no requirement in either in the Corporations Act or the Constitution for Shareholders to approve the Financial Report, the Directors' report or the auditor's report.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on these reports.

Resolution 1-Approve Remuneration Report $3.$

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Financial Report for the year ended 30 June 2006 contains the Remuneration Report which sets out the

remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

The provisions of the Corporations Act provide that Resolution 1 need only be an advisory vote of Shareholders.

Accordingly, Resolution 1 is advisory only and does not bind the Directors. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report, however the Board will take the outcome of the vote into consideration when considering the remuneration policy.

The Chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

Resolution 2 - Re-election of Mr Neil MacLachlan as $\overline{\mathbf{4}}$ . Director

Article 6.3(c) of the Constitution requires that one third of the Directors (rounded down to the nearest whole number) must retire at each annual general meeting. Article 6.3(f) provides that a Director who retires under Article 6.3(c) is eligible for re-election.

Pursuant to these articles, Mr Neil MacLachlan will retire by rotation and seek reelection.

Information on Mr MacLachlan is contained in the Company's annual report.

5. Resolution 3 - Ratification of Prior Share Issue

On 11 July 2006 the Company announced a placement to raise up to \$2,000,000 by issuing up to 40,000,000 Shares each at \$0.05 each with one free attaching Listed Option for each Share subscribed. The issue of free attaching Listed Options was subject to Shareholder approval and the lodgement of a prospectus with ASIC.

See Resolution 4 and section 6 for further information on the free attaching Listed Options for Shares subscribed for under the Prior Share Issue.

The Company's announcement on 14 July 2006 stated that Mr Peter Gunzburg, an executive Director, proposed to participate in the Prior Share Issue by subscribing for 4,000,000 Shares. Subsequently, in its quarterly report released on 31 July 2006 the Company advised that Mr Gunzburg would subscribe for 5,000,000 Shares (an increase from the previous notification) under the Prior Share Issue. As Mr Gunzburg is a related party to the Company. Shareholder approval was required prior to the Company issuing Shares to Mr Gunzburg. In the meantime Mr Gunzburg loaned the Company \$250,000 on commercial terms, representing his commitment under the Prior Share Issue ("Mr Gunzburg's Loan"). See Resolution 5 and section 7 for further information on Mr Gunzburg's Loan.

The Shares issued under the Prior Share Issue were issued within the 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval. The effect of Shareholders passing Resolution 3 by ratifying the Prior Share Issue will be to restore the Company's ability to issue securities within that limit, to the extent of the 35,000,000 Shares.

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

(a)	The Shares were issued to the following persons (who are not related parties
	of the Company):

Person	Number of Shares	\$ Amount
Ibella Company Limited	2,000,000	100,000
Wayne Richard Jones <atf jonesSuperannuation Fund A/C>	500,000	25,000
Matalot Pty Ltd	2,000,000	100,000
Calm Holdings Pty Ltd	1,000,000	50,000
Orion Equities Limited	600,000	30,000
Zero Nominees Pty Ltd	8,500,000	425,000
Mr Craig Ian Burton and Mrs Katrina Lee Burton	1,000,000	50,000
Mr Brian Alec Roberts, Mrs Christine Laurie Roberts, Mrs Meredith Ann Fonti <the Roberts Super Fund A/C></the	200,000	10,000
Rivista Pty Ltd	2,000,000	100,000
Pillage Investments Pty Ltd <the pillageSuper Fund A/C>	1,000,000	50,000
Westedge Investments Pty Ltd <the pmbFund A/C>	500,000	25,000
Kirke Securities Ltd	500,000	25,000
Topsfield Pty Ltd	4,000,000	200,000
Graham Robert Forward	4,000,000	200,000
Willbro Nominees Ltd	2,000,000	100,000
Nefco Nominees Pty Ltd	1,000,000	50,000
Running Water Limited	1,000,000	50,000
National Nominees Limited	2,000,000	100,000
Bouchi Pty Ltd	1,200,000	60,000
Total Shares	35,000,000	1,750,000

$(b)$ 35,000,000 Shares were issued at \$0.05 each to raise \$1,750,000.

The Shares issued were fully paid ordinary Shares in the capital of the $(c)$ Company.

$(d)$ A voting exclusion statement is included in the Notice. $(e)$ The funds raised will be used by the Company to provide short term working capital and to continue its work program in the Ukraine.

Resolution 4 - Authorise Listed Option Issue 6.

$6.1$ General

As noted in section 5, Shares issued under the Prior Share Issue were each issued with one free attaching Listed Option, subject to Shareholder approval and Eurogold lodging a prospectus with ASIC.

Resolution 6 seeks Shareholder authorisation pursuant to ASX Listing Rule 7.3 for the Directors to issue 35,000,000 Listed Options to subscribers under the Prior Share Issue. The Listed Option Issue will be subject to Eurogold lodging a prospectus with ASIC.

Shareholder authorisation of the Listed Option Issue means that the Listed Option Issue will not reduce the Company's 15% placement capacity under ASX Listing Rule 7.1.

$6.2$ Specific information required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3 information regarding the Listed Option Issue is provided as follows:

• $(a)$ The maximum number of Listed Options the Company can issue under the Listed Option Issue is 35,000,000.
• $(b)$ The Listed Options under the Listed Option Issue will be issued no later than three months after the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule $7.3.2$ ).
• $(c)$ Listed Options issued under the Listed Option Facility will be issued in part consideration for subscribers subscribing for Shares under the Prior Share Issue.
• $(d)$ The allottees under the Listed Option Issue are subscribers for Shares under the Prior Share Issue, namely:

Person	Number of Listed Options
Ibella Company Limited	2,000,000
Wayne Richard Jones <atf jones="" superannuationFund A/C	500,000
Matalot Pty Ltd	2,000,000
Calm Holdings Pty Ltd	1,000,000
Orion Equities Limited	600,000
Zero Nominees Pty Ltd	8,500,000

Mr Craig Ian Burton and Mrs Katrina Lee Burton <the burtonSuper Fund A/C>	1,000,000
Mr Brian Alec Roberts, Mrs Christine Laurie Roberts, Mrs Meredith Ann Fonti < The Roberts Super Fund A/C>	200,000
Rivista Pty Ltd	2,000,000
Pillage Investments Pty Ltd	1,000,000
Westedge Investments Pty Ltd	500,000
Kirke Securities Ltd	500,000
Topsfield Pty Ltd	4,000,000
Graham Robert Forward	4,000,000
Willbro Nominees Ltd	2,000,000
Nefco Nominees Pty Ltd	1,000,000
Running Water Limited	1,000,000
National Nominees Limited	2,000,000
Bouchi Pty Ltd	1,200,000
Total Listed Options	35,000,000

• Each Listed Option entitles the holder to subscribe for one (1) Share at an $(e)$ exercise price of A\$0.10, exercisable on or before 30 June 2009. The Listed Options are transferable and application will be made for the Listed Options to be quoted on ASX. Further terms and conditions of the Listed Options are in Schedule 1.
• $(f)$ No funds will be raised by the Listed Option Issue.
• Allotment of the Listed Options to be issued under the Listed Option Issue will $(g)$ occur within one week after the Meeting.
• $(h)$ A voting exclusion statement is included in the Notice.

$\overline{7}$ . Resolution 5 - Authorise Director Placement

$7.1$ Background

The purpose of Resolution 5 is to authorise Eurogold to issue 5,000,000 Shares each with one free attaching Listed Option to repay Mr Gunzburg's Loan.

Mr Gunzburg's Loan was provided on commercial terms, with interest payable monthly in cash at a rate of 1% per month and is immediately repayable in the event that the Director Placement is not approved by Shareholders.

As a result of the Director Placement, the interest of Mr Gunzburg and his associates in the issued capital of the Company will increase to 29.547.971 Shares (representing 9.24% of the total issued Shares) and 5,000,000 Listed Options.

The terms and conditions upon which Mr Gunzburg will subscribe for Shares and Listed Options under the Director Placement will be the same terms and conditions under which others will subscribe for Shares and Listed Options under the Prior Share Issue and Listed Option Issue.

As required under the AIM Rules, the Directors of the Company consider, having consulted with RFC Corporation Finance Ltd, the nominated advisor of the Company in relation to the AIM market, that Mr Gunzburg's participation in the Director Placement and Mr Gunzburg's Loan to the Company are fair and reasonable as far as Shareholders are concerned.

$7.2$ Reason for Resolution 5

Listing Rule 10.11 restricts the Company's ability to issue equity securities to a Director, unless approval is obtained from the Shareholders. The effect of passing Resolution 5 will be to allow the Directors to issue 5,000,000 Shares each with one free attaching Listed Option during the month after the Meeting (or a longer period, if allowed by ASX) to Mr Gunzburg under the Director Placement, without breaching ASX Listing Rule $1011$

In the event Shareholders do not pass Resolution 5 Mr Gunzburg's Loan will become immediately repayable.

$7.3$ Specific Information Required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, information regarding Resolution 5 is provided as follows:

• The Shares will be issued to Peter Gunzburg or his nominee. $(a)$
• $(b)$ The maximum number of Shares the Company can issue under Resolution 5 is 5,000,000 Shares each with one free attaching Listed Option.
• The Shares and Listed Options will be issued no later than one month after the $(c)$ Meeting (or such longer period of time as ASX may in its discretion allow).
• Shares issued by the Company under the Director Placement will be fully paid $(d)$ ordinary shares in the capital of the Company and will have an issue price of \$0.05 per Share.
• No funds will be raised by the Director Placement as the securities will be $(e)$ issued in satisfaction of the Company's obligations under Mr Gunzburg's Loan. Funds from raised from Mr Gunzburg's Loan are being used by the Company to provide short term working capital and to continue its work program in the Ukraine.
• $(f)$ A voting exclusion statement is included in the Notice.

Resolution 6 - Authorise the Placement Facility 8.

$8.1$ General

Resolution 6 seeks Shareholder authorisation pursuant to ASX Listing Rule 7.3 for the Directors to issue up to 100,000,000 Shares and 100,000,000 Listed Options under the Placement Facility.

Shareholder authorisation of the Placement Facility means that the Placement Facility will not reduce the Company's 15% placement capacity under ASX Listing Rule 7.1.

8.2 Specific information required by ASX Listing Rule 7.3

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

• The maximum number of securities the Company can issue under the $(a)$ Placement Facility is 100,000,000 Shares and 100,000,000 Listed Options.
• $(b)$ Securities under the Placement Facility will be issued no later than three months after the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2).
• $(c)$ Securities issued under the Placement Facility will be issued for a minimum price of at least 80% of the average market price for securities calculated in accordance with Listing Rule 7.3.3.
• $(d)$ The allottees under the Placement Facility will be identified at the Directors' discretion but will not be related parties or associates of related parties of the Company, subject to Resolution 7.
• $(e)$ The Shares to be issued under the Placement Facility will be fully paid ordinary Shares in the capital of the Company. Listed Options issued under the Placement Facility each entitle the holder to subscribe for one (1) Share at an exercise price of A\$0.10, exercisable on or before 30 June 2009. The Listed Options are transferable and application will be made for the Listed Options to be quoted on ASX. Further terms and conditions of the Listed Options are in Schedule 1.
• $(f)$ Funds raised by the Placement Facility will be used to provide short term working capital and to continue its work program in the Ukraine.
• Allotment of the securities to be issued under the Placement Facility will occur $(q)$ progressively.
• A voting exclusion statement is included in the Notice. $(h)$

$\mathbf{Q}_{\perp}$ Resolution 7 - Authorise participation in Placement Facility by Mr Gunzburg and/or his associates

Mr Gunzburg and/or his associates propose to subscribe for up to 10% of the securities to be issued under the Placement Facility. The terms and conditions upon which Mr Gunzburg will subscribe for Shares under the Placement Facility will be the same terms and conditions under which others will subscribe for Shares and Listed Options under the Placement Facility.

Should Mr Gunzburg and/or his associates subscribe for the maximum approved Shares and Listed Options in the Placement Facility as set out above, and assuming the full Placement Facility is utilised and the Director Placement is also approved by Shareholders, the interest of Mr Gunzburg and his associates in the issued capital of the Company will increase to 39,547,971 Shares (representing 9.42 % of the total issued Shares) and 15,000,000 Listed Options.

As required under the AIM Rules, the Directors of the Company consider, having consulted with RFC Corporation Finance Ltd, the nominated advisor of the Company in relation to the AIM market, that Mr Gunzburg's participation in the Placement Facility is fair and reasonable as far as Shareholders are concerned

$9.1$ Reason for Resolution 7

Listing Rule 10.11 restricts the Company's ability to issue equity securities to a Director, unless approval is obtained from the Shareholders. The effect of passing Resolution 7 will be to allow the Directors to issue up to 10% of the Shares and Listed Options to be issued under the Placement Facility during the month after the Meeting (or a longer period, if allowed by ASX) to Mr Gunzburg under the Placement Facility, without breaching ASX Listing Rule 10.11.

Resolution 7 and 6 are separate resolutions, although Resolution 7 is dependent on Resolution 6 being passed.

$9.2$ Specific Information Required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, information regarding Resolution 7 is provided as follows:

• The securities will be issued to Peter Gunzburg or his nominee. $(a)$
• The maximum number of securities the Company can issue under Resolution 7 $(b)$ is 10,000,000 Shares and 10,000,000 Listed Options, assuming 100,000,000 Shares are issued under the Placement Facility.
• $(c)$ The Shares will be issued no later than one month after the Meeting (or such longer period of time as ASX may in its discretion allow).
• $(d)$ The Shares to be issued under the Placement Facility will be fully paid ordinary Shares in the capital of the Company. Listed Options issued under the Placement Facility each entitle the holder to subscribe for one (1) Share at an exercise price of A\$0.10, exercisable on or before 30 June 2009. The Listed Options are transferable and application will be made for the Listed Options to be quoted on ASX. Further terms and conditions of the Listed Options are in Schedule 1.
• A voting exclusion statement is included in the Notice. $(e)$
• $(f)$ The funds raised will be used to provide short term working capital and to continue its work program in the Ukraine.

$10₁$ Resolution 8 – Authorise Oxus Placement Facility

$10.1$ Background

As announced on 11 July 2006, on 9 June 2006 the Company, through its wholly owned subsidiary Eurogold Holdings (Bermuda) Limited, entered into a management letter with Oxus Holdings (Malta) Limited ("OHML"), a wholly owned subsidiary of Oxus ("Management Letter"). Under the Management Letter OHML loaned the Company US\$416,000 ("Oxus Loan").

The Oxus Loan, in the event the Asset Sale Agreement was terminated was repayable at OHML's option as follows:

• by using the amount outstanding to subscribe for Shares at the average mid $(a)$ market price for Shares on the AIM market of the London Stock Exchange on the day the termination is announced or if unlisted 2p per Share;
• $(b)$ by leaving the amount outstanding as a debt due but not repayable until such time as OHML shall use the amount outstanding to subscribe for Shares in accordance with (a) above: or
• $(c)$ repavable in such period of time as Eurogold shall reasonably require to complete a placement of Shares in Eurogold for the purpose of repaying the debt and interest.

On 25 July 2006 OHML elected that the Oxus Debt was to be repaid following a placement of Shares in Eurogold for the purpose of repaying the debt and interest.

As announced on 31 July 2006 Eurogold has commenced legal proceedings against Oxus and OHML arising from Oxus and OHML's claim to terminate and refusal to complete a sale agreement between Eurogold, Oxus and OHML dated 30 April 2006. Eurogold considers that it is entitled to set off the sum due under the Oxus Loan against damages claimed against OHML as a result of OHML's breach under the sale agreement.

Funds raised under the Oxus Placement Facility will be placed in a separate bank account and held there pending a determination by the Court of OHML's entitlement to repayment (if any).

$10.2$ Reason for Resolution 8

Resolution 8 seeks Shareholder authorisation pursuant to ASX Listing Rule 7.3 for the Directors to issue up to 25,000,000 Shares and 25,000,000 Listed Options to sophisticated investors under the Oxus Placement Facility for the purpose of repaying the Oxus Loan.

Shareholder authorisation of the Oxus Placement Facility means that the Oxus Placement Facility will not reduce the Company's 15% placement capacity under ASX Listing Rule 7.1.

$10.3$ Specific information required by ASX Listing Rule 7.3

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

• The maximum number of securities the Company can issue under the Oxus $(a)$ Placement Facility is 25,000,000 Shares and 25,000,000 Listed Options.

• The Shares under the Oxus Placement Facility will be issued no later than $(b)$ three months after the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule $7.3.2$ ).

• $(c)$ Securities issued under the Oxus Placement Facility will be issued for a minimum price of at least 80% of the average market price for securities calculated in accordance with Listing Rule 7.3.3.

• $(d)$ The allottees under the Oxus Placement Facility will be identified at the Directors' discretion but will not be related parties or associates of related parties of the Company.
• The Shares to be issued under the Oxus Placement Facility will be fully paid $(e)$ ordinary shares in the capital of the Company.
• $(f)$ Funds raised from the Oxus Placement Facility will be placed in a separate bank account and held there pending a determination by the Court of OHML's entitlement to repayment (if any).
• $(q)$ Allotment of the Shares to be issued under the Oxus Placement Facility will occur progressively.
• A voting exclusion statement is included in the Notice. $(h)$

$11₁$ Definitions

In this Explanatory Memorandum and Notice:

"AIM" means the AIM market of the London Stock Exchange

"ASIC" means Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"Board" means the board of Directors.

"Constitution" means the Constitution of the Company.

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

"Director" means a director of the Company.

"Director Placement" has the meaning in Resolution 5.

"Explanatory Memorandum" means the explanatory memorandum attached to the Notice.

"Financial Report" means the 2006 Financial Report of the Company, a copy of which was lodged with the ASX on 29 September 2006.

"Listed Option Issue" has the meaning in Resolution 4.

"Listed Option" means an option which entitles the holder to subscribe for one Share on the terms and conditions in Schedule 1.

"Listing Rules" means the listing rules of ASX.

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Mr Gunzburg's Loan" has the meaning in section 5.

"Notice" means this notice of meeting.

"Oxus" means Oxus Gold plc.

"Oxus Loan" has the meaning in section 10.

"Oxus Placement Facility" has the meaning in Resolution 8.

"Prior Share Issue" has the meaning in Resolution 3.

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

"Remuneration Report" means the remuneration report of the Company contained in the Financial Report.

"Resolution" means a resolution contained in this Notice.

"Schedule" means a schedule to this Notice.

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

"Shareholder" means a shareholder of the Company.

"WST" means Western Standard Time, being the time in Perth, Western Australia.

Schedule 1 Terms and Conditions of Listed Options

$\ddot{\mathbf{1}}$ Entitlement

Each Listed Options shall entitle the Listed Option holder to subscribe for one Share upon exercise of the Listed Option.

$2.$ Exercise Price

The exercise price of each Listed Option is \$0.10 ("Exercise Price").

$\overline{3}$ Expiry Date

Each Listed Option has an expiry date of 30 June 2009 ("Expiry Date").

$\overline{\mathbf{4}}$ . Exercise period

The Listed Options are only exercisable during the exercise period (being from the date of issue to the Expiry Date).

5. Notice of exercise

• Each Listed Option may be exercised at any time before the Expiry Date by the $(a)$ Listed Option holder completing and forwarding to the Company a notice of exercise and payment of the Exercise Price for each Listed Option being exercised.
• $(b)$ Any notice of exercise of a Listed Option received by the Company will be deemed to be a notice of the exercise of the Listed Option on the first business day after the date of receipt of the notice.
• $(c)$ Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable".

6. Timing of issue of Shares

After a Listed Option is validly exercised, the Company must, within 20 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Listed Option:

• $(d)$ issue and allot the Share: and
• $(e)$ do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Share.

$\overline{7}$ . Shares issued on exercise

Shares issued on exercise of a Listed Option shall rank equally with the then Shares of the Company.

8. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Listed Options.

$9₁$ Participation rights or entitlements

There are no participation rights or entitlements inherent in the Listed Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Listed Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Listed Options the opportunity to exercise their Listed Options prior to the date for determining entitlements to participate in any such issue

$10.$ Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• $(a)$ the number of Shares which must be issued on the exercise of a Listed Option will be increased by the number of Shares which the Listed Option holder would have received if the Listed Option holder had exercised the Listed Option before the record date for the bonus issue: and
• $(b)$ no change will be made to the Exercise Price.

$11.$ Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a Listed Option will be reduced according to the following formula:

New exercise price =
$$
O - \frac{E [P-(S+D)]}{N+1}
$$

• $O =$ the old Exercise Price of the Listed Option.
• E = the number of underlying Shares into which one Listed Option is exercisable.
• $P = m$ average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the exrights date or ex entitlements date.
• $S_{\perp}$ the subscription price of a Share under the pro rata issue. $\equiv$
• $\mathsf{D}$ $\frac{1}{2}$ the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• $N =$ the number of Shares with rights or entitlements that must be held to receive a right to one new share.

$12₁$ Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Listed Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

$13.$ Transferability

Listed Options are transferable.

$14.$ Official quotation of Listed Options

The Company will apply to ASX for official quotation of the Listed Options.

EUROGOLD LIMITED (ACN 009 070 384)

PROXY FORM

The Company Secretary Eurogold Limited

By delivery:

4th Floor 172 St George's Terrace PERTH WA 6000

By post: PO Box 7493 Cloisters Square PERTH WA 6872

By facsimile: +61 8 9481 3586

$1/\mathsf{We}^{-1}$

of a

being a Shareholder/Shareholders of the Company and entitled to

votes in the Company, hereby appoint 2

or failing such appointment the chairman of the annual general meeting 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 Level 8, QV1 Building, 250 St George's Terrace, Perth on 30 November 2006 at 3.00pm (WST) 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:

If the chairman of the Annual General Meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 5 and 7 please tick this box. By marking this box you acknowledge that the chairman of the Annual General Meeting may exercise vour proxy even if he has an interest in the outcome of Resolutions 5 and 7 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 Annual General Meeting will not cast your votes on Resolutions 5 and 7 and your votes will not be counted in computing the required majority if a poll is called on this Resolution.

The chairman of the Annual General Meeting intends to vote undirected proxies in favour of the Resolutions.

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

Resolution 1	Approve Remuneration Report	For	Against Abstain
Resolution 2	Re-election of Mr Neil MacLachlan as Director
Resolution 3	Ratification of Prior Share Issue
Resolution 4	Authorise Listed Option Issue
Resolution 5	Authorise Director Placement
Resolution 6	Authorise Placement Facility

Resolution 7	Authorise participation by Mr Gunzburg in Placement Facility Contains the Container Placement Contains and Contains and Contains and Contains and Contains and Contains and Contains and Contains and Contains and Contains a
Resolution 8	Authorise Oxus Placement Facility

Authorised signature/s This section must be signed in accordance with the instructions below 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 Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at the Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting 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.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at the Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

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

Joint Holdina: 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 vou 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.

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 (4th Floor, 172 St George's Terrace, Perth, WA, 6000, or by post to PO Box 7493, Cloisters Square, Perth, WA, 6850 or facsimile (08) 9481 3586 if faxed from within Australia or +618 9481 3586 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).