INOVIQ LTD — Proxy Solicitation & Information Statement 2005

Apr 6, 2005

EUROGOLD LIMITED

ACN 009 070 384

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at Level 4, State One House, 172 St George's Terrace, Perth, Western Australia at 10.00am on 11th May 2005 (WST).

This Notice 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 either of the Joint Company Secretaries by telephone on + 61 (08) 9481 0572

EUROGOLD LIMITED

ACN 009 070 384

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of the Company will be held at Level 4, State One House, 172 St George's Terrace, Perth, Western Australia at 10.00am on 11th May 2005 (WST) ("Meeting").

The Proxy Form forms 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 Meeting are those who are registered as Shareholders of the Company at 10.00am on 9th May 2005 (WST).

AGENDA

Ratification of Prior Issue of Shares $\mathbf{1}$

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

"That in accordance with Listing Rule 7.4 and for all other purposes Shareholders approve and ratify the prior issue of 25,800,000 Shares each at £0.07 and on the terms and conditions in the Explanatory Memorandum."

Votina Exclusion

The Company will disregard any votes cast on this resolution by a person who received securities in relation to the issue, 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
• 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.

Authority to Place Shares $2.$

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

"That in accordance with Listing Rule 7.1 and for all other purposes the Shareholders approve the issue of up to 17,714,286 Shares each at £0.07 and on the terms and conditions in 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 issue and anyone who 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
• 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.

By Order of the Board

Les Kozel Joint Company Secretary $6^th$ April 2005

Pauline Collinson Joint Company Secretary $6^th$ April 2005

EUROGOLD CORPORATION LIMITED

ACN 009 070 384

	PROXY FORM
The Company Secretary Eurogold Limited
By delivery:	By post:	By facsimile:
Level 4 State One House 172 St George's Terrace PERTH WA 6000	PO Box 7493 Cloisters Square PERTH WA 6850	Within Australia $(08)$ 9481 3586 Outside Australia + 61 8 9481 3586
l/We	________
	of ______
	being a Shareholder/Shareholders of the Company and entitled to _____
Proxy Form will be supplied by the Company, on request).	or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Meeting of the Company to be held at Level 4, State One House, 172 St George's Terrace, Perth, Western Australia at 10.00am on 11th May 2005 (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*/ [ ] of the Shareholder's votes. (An additional
INSTRUCTIONS AS TO VOTING ON THE RESOLUTION
IMPORTANT: FOR ALL RESOLUTIONS
	If the chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on all Resolutions below, please tick this box. By marking this box you acknowledge that the chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions below 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 Meeting will not cast your votes on the Resolutions below and your votes will not be counted in computing the required majority if a poll is called on the Resolutions below.
	The chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions below.
	The proxy is to vote for or against the Resolution referred to in the Notice as follows:	For Against Abstain
Ratification of Prior Issue of Shares Resolution 1 Resolution 2 Authority to Place Shares
Authorised signature/s	This section must be signed in accordance with the instructions overleaf to enable
your voting instructions to be implemented.	Shareholder 2
Individual or Shareholder 1		Shareholder 3
	Director	Director/Company Secretary
Sole Director and Sole Company Secretary Contact Name	Contact Daytime Telephone	Date

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a person or a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that 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 corporation as the Shareholder's proxy to attend and vote for the Shareholder at that meeting, the representative of the corporation to attend the meeting must produce the appropriate Certificate of Appointment of Representation 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 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.
• a Director can sign jointly with another Director or a Company Secretary. A sole Director Companies: 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 Meeting 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, State One House, 172 St George's Terrace, Perth or by post to PO Box 7493, Cloisters Square, Perth WA 6850 or Facsimile (08) 9481 3586 if faxed from within Australia or + 61 8 9481 3586 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).

EUROGOLD LIMITED

ACN 009 070 384

EXPLANATORY MEMORANDUM

Introduction $\mathbf 1$ .

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the general meeting to be held at Level 4, State One House, 172 St George's Terrace, Perth, Western Australia at 10.00am on 11th May 2005 (WST).

The purpose of this Explanatory Memorandum is to provide information the Board of Directors believes is material to Shareholders in relation to the resolutions in the Notice. The Explanatory Memorandum explains the resolutions and identifies the Directors' decisions for putting them to Shareholders.

Resolution 1 – Ratification of Prior Issue of Shares $2.$

Resolution 1 seeks shareholder ratification for 25,800,000 Shares the Company issued prior to the date of this Notice. On 16 February and 31 March 2005 the Company announced the issue of 7,800,000 and 18,000,000 Shares respectively (i.e. a total of 25,800,000 Shares) each at an issue price of £0.07 to raise a total of £1,806,000 before issue costs.

The 18,000,000 Shares is the first part of the Placement.

The second part of the Placement is an issue of 17,714,286 Shares each at £0.07 to raise a total of £1,240,000 before issue costs and is independent of the first part and is being considered for approval by Shareholders in Resolution 2.

The 25,800,000 Shares were issued within the 15% annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval. The effect of Shareholders passing Resolution 1 by ratifying the issue of the 25,800,000 Shares will be to restore the Company's ability to issue shares (or options) within that limit, to the extent of the 25,800,000 Shares.

For the purpose of Listing Rule 7.5 Shareholders are advised as follows:

• the Shares were issued to RAB Special Situations LP for the 7,800,000 $(a)$ Shares and clients of Durlacher Limited (who is the Company's broker on the AIM market) for the 18,000,000 Shares all of whom are all unrelated parties of the Company;
• 25,800,000 Shares were issued each at £0.07 to raise £1,806,000 (before $(b)$ issue costs);
• a voting exclusion statement is included in the Notice; and (c)

$(d)$ the funds were used to fund completion of Transgold's Central Tailings project, working capital for Transgold. Ukraine drilling programme and BFS on existing resource, complete the acquisition of the remaining 25% of Saulyak LLC and additional working capital.

Resolution 2-Authority to Place Shares $\overline{3}$

Resolution 2 seeks Shareholder approval for the issue of up to 17,714,286 Shares each at £0.07 to raise £1,240,000 before issue costs. This is the second part of the Placement. The first part of the Placement, being the issue of 18,000,000 Shares each at £0.07 to raise a total of £2,500,000 before issue costs, has completed and is being considered for ratification under Listing Rule 7.4 by Shareholders in Resolution 1.

Listing Rule 7.1 requires Shareholder approval for the proposed issue of 17,714,286 Shares. Listing Rule 7.1 provides, subject to certain exceptions in Listing Rule 7.2, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue.

The issue of 17,714,286 Shares represents more than the 15% of the Company's securities on issue and as none of the exceptions contained in Listing Rule 7.2 apply Shareholder approval is required in accordance with Listing Rule 7.3.

For the purpose of Listing Rule 7.3, Shareholders are advised as follows:

• the maximum number of Shares the Company can issue under Resolution 2 is $(a)$ 17.714.286 Shares:
• $(b)$ the Company will issue the Shares no later than 3 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);
• the Shares will be issued each at £0.07 to clients of Durlacher Limited (who is $(c)$ the Company's broker on the AIM market) all of whom are unrelated parties of the Company;
• the Shares to be issued are ordinary shares and rank equally with the $(d)$ Company's existing listed Shares;
• a voting exclusion statement is included in the Notice; and $(e)$
• $(f)$ the expected application of funds is to fund completion of Transgold's Central Tailings project, working capital for Transgold, Ukraine drilling programme and BFS on existing resource, complete the acquisition of the remaining 25% of Saulyak LLC and additional working capital.

Definitions $\mathbf{4}$

In this Explanatory Memorandum and the Notice and Proxy Form:

"ASIC" means Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited ACN 008 624 691.

"Board" means the board of Directors of the Company.

"Company" means Eurogold Limited ACN 009 070 384.

"Constitution" means the Constitution of the Company.

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

"Directors" mean the directors of the Company.

"Explanatory Memorandum" means this explanatory memorandum.

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

"Meeting" means the general meeting of the shareholders of the Company to be held by the Company Level 4, State One House, 172 St George's Terrace, Perth, Western Australia at 10.00am on 11th May 2005 (WST).

"Notice" means this Notice of Meeting.

"Placement" means the issue of 35,714,286 Shares each at £0.07 to raise a total of £2,500,000 before issue costs.

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

"Resolution" means a resolution referred to in the Notice.

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

"Shareholder" means a shareholder of the Company.