KGL RESOURCES LIMITED — AGM Information 2007

Apr 16, 2007

KENTOR GOLD LIMITED ACN 082 658 080 ('the Company')

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the Annual General Meeting of the members of Kentor Gold Limited ACN 082 658 080 will be held at 401 Collins Street, Melbourne, Victoria 3000 on Thursday 24 May 2007, commencing at 10:00 a.m.

ORDINARY BUSINESS

REPORTS AND ACCOUNTS

To receive and consider the Director's Report, Financial Report and Auditor's Report for the vear ended 31 December 2006.

RESOLUTION 1 Approval of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

"That the Remuneration Report set out in the Company's Annual Report (as part of the Directors' Report) for the financial year ended 31 December 2006 be approved by the Members."

Note: The vote on this Resolution is advisory only and does not bind the Directors of the Company.

RESOLUTION 2 Re-election of Mr W.H. (John) Barr as a Director

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

"That Mr W.H (John) Barr, a director retiring from office by rotation in accordance with Clause 13.5 of the Company's Constitution, being eligible, is re-elected as a Director of the Company."

SPECIAL BUSINESS

Ratification of Share Placement to Haywood Securities Inc. RESOLUTION 3

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

"That for the purpose of ASX Listing Rule 7.4 and for all other purposes the issue by the Company of 5,000,000 fully paid ordinary shares at \$0.125 per share to a number of clients of Haywood Securities Inc, including employees of that firm investing on their own account, as announced to the ASX on 15 December 2006, be ratified."

RESOLUTION 4 Approval for the Issue of Options to Haywood Securities Inc.

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

"That for the purpose of ASX Listing Rule 7.1 and for all other purposes the Company be authorised to allot and issue to Haywood Clients, 2,500,000 options exercisable within 2 years of their issue date, being exercisable at \$0.20 per share within 12 months of their issue date and being exercisable at \$0.30 in the ensuing

12 months and otherwise on the terms and conditions set out in the Explanatory Memorandum."

RESOLUTION 5 Approval for the Issue of Options to Starlink Media Pty Ltd.

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

"That for the purpose of ASX Listing Rule 7.1 and for all other purposes the Company be authorised to allot and issue to Starlink Media Pty Ltd, in accordance with the terms of the Agreement between the Company and Starlink Media Pty Ltd dated 4 October 2005, 300,000 options exercisable on the terms and conditions set out in the Explanatory Memorandum."

RESOLUTION 6 Approval for the Issue of New Shares.

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

"That for the purpose of ASX Listing Rule 7.1 and for all other purposes approval be given for the Company to allot and issue up to 20.000.000 fully paid ordinary shares in the Company at any time during the period of 3 months after the date of the Annual General Meeting at a minimum issue price per share which is at least 80% of the average market price of Shares in the capital of the Company traded on ASX over the last 5 days on which sales were recorded before the day on which the issue was made and otherwise on the terms and conditions set out in the Explanatory Memorandum".

OTHER BUSINESS

To transact any other business which may lawfully be brought about before the meeting.

By Order of the Board:

$N$ ate

Bruce J. Paterson Company Secretary

5 April 2007

MATERIAL ACCOMPANYING THIS NOTICE

• $(a)$ Explanatory Memorandum setting out details relevant to the Items set out in this Notice. Terms used in the resolutions and the Notice have, unless otherwise defined, the same meanings set out in the Explanatory Memorandum.
• $(b)$ Proxy Form.

$\mathbf{1}$ . Voting Entitlement

The Company has determined, in accordance with Regulation 7.11.37 of the Corporations Regulations 2001, that the shares guoted on the ASX at 7.00 pm. (A.E.S.T.) on Tuesday 22 May 2007 will be taken for the purposes of the Annual General Meeting to be held by the persons who held them at that time. Accordingly, those persons will be entitled to attend and vote (if not excluded) at the Meeting.

$2.$ Information for Members and on Proxies

• All holders of ordinary shares in the Company as at the Effective Time are $a.$ entitled to attend the Meeting and vote at the Meeting.
• b. In accordance with the Corporations Act and the Constitution, a Member entitled to attend and vote at the Meeting is entitled to appoint a proxy. If a Member is entitled to cast 2 or more votes at the Meeting that Member may appoint 2 proxies.
• In accordance with the Constitution, a proxy need not be a Member of the C. Company.
• In accordance with the Corporations Act, a proxy appointed to attend and d. vote for a Member has the same rights as the Member and may speak at the Meeting, vote (but only to the extent allowed by the appointment) and join in a demand for a poll.
• In accordance with the Corporations Act, if a proxy has 2 or more е. appointments that specify different ways to vote on a resolution, the proxy must not vote on a show of hands.
• f. In accordance with the Corporations Act, where more than 1 proxy is appointed, each proxy can be appointed to represent a specified proportion of the Member's voting rights. If there is no such specification, each proxy may exercise half of the votes (fractions being disregarded).
• In accordance with the Corporations Act, the proxy form must be received g. by the Company by no later than 10:00 a.m. on Tuesday 22nd May 2007 to be valid for the scheduled Meeting.
• h. Proxy forms may be mailed or delivered to the Company's share registry, Link Market Services Limited, as follows:

Delivery:	Postal Address:
Level 12	Locked Bag A14
680 George Street	Sydney South, NSW 1235
Sydney, NSW 2000

or be faxed to Link Market Services Limited on +61 (0)2 9287 0309.

KENTOR GOLD LIMITED ACN 082 658 080

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting to which this Explanatory Memorandum is attached and forms part. Please take the time to read through this document.

REPORTS AND ACCOUNTS

The Corporations Act requires the Financial Report (which includes the financial statements and Directors' Declaration), the Directors' Report and the Auditor Report to be laid before the Annual General Meeting. The Corporations Act does not require Members to approve the Reports, however a reasonable opportunity will be given to ask questions and make comments on the Reports and the management of the Company.

Unless the Company's share registry has been notified otherwise, each Member will have been sent an Annual Report which contains the Financial Report for the year ended 31 December 2006.

Resolution 1 Approval of Remuneration Report

Under Section 250R of the Corporations Act, Members have the opportunity to pass a nonbinding resolution on the Remuneration Report at the Company's Annual General Meeting. Under section 250SA of the Corporations Act, the Chairman must allow the Members a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

The Remuneration Report, which explains the Board's policies in relation to the nature and level of remuneration paid to Directors and specified executives of the Company and which sets out remuneration details for each Director and specified executives, forms part of the Directors' Report included in the Annual Report for the financial year ended 31 December 2006.

As Members will have received a copy of the Annual Report with this Notice (unless they have elected not to receive it), the contents of the Remuneration Report are not reproduced in these Explanatory Notes.

Members are advised that the purpose of Resolution 1 is to provide the Members with a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. However, Members should note that, as specified by section 250R of the Corporations Act, Resolution 1 is a non-binding resolution and is not binding on the Company.

Resolution 2 Re-election of Mr W.H. (John) Barr as a Director

Mr W.H. (John) Barr was originally appointed to the Board of the Company on 9 November 2004 and was re-elected as a Director on 24 November 2005.

Pursuant to Clause 13.5 of the Company's Constitution he will retire at the Annual General Meeting and offers himself for re-election.

A profile of Mr W.H. (John) Barr, including his experience and qualifications, is contained on page 16 of the Annual Report.

The Directors (other than Mr Barr) recommend that Members vote in favour of Resolution 2.

Resolution 3 Ratification of Share Placement to Haywood Securities Inc.

On 15 December 2006 the Company announced it had carried out a placement of 5,000,000 new Shares to Haywood Securities Inc. at an issue price of \$0.125 to raise A\$625,000. The purpose of the placement was to raise funds to continue the Company's drill assessment. well into 2007, of its Akbel Project in south-eastern Kyrgyzstan.

Under Listing Rule 7.1, the prior approval of the Members of the Company is required for an issue of equity securities, which when aggregated with securities issued by the Company during the previous 12 months, will exceed 15% of the ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.4, however, allows an issue of securities made without approval under Rule 7.1 to be treated as having been made with approval, provided the issue did not breach Listing Rule 7.1 and the holders of ordinary shares in the Company subsequently approve the issue.

The Company did not require Member approval under Listing Rule 7.1 before issuing the new shares to Haywood Securities because those new shares comprised less than 15% of the number of shares then on issue and all securities that had been issued by the Company in the preceding 12 months were exempt from the operation of Listing Rule 7.1.

The Directors are now seeking Members' approval and ratification for the issue of the new Shares.

If Resolution 3 is passed the Company will be able to utilise Listing Rule 7.1 for future issues of up to 15% of the expanded issued capital in the next 12 month period without Member approval.

Listing Rule 7.5 requires certain information to accompany a Notice of General Meeting in relation to approval sought under Listing Rule 7.4. This information is set out below:

Date of issue .	Number of Securities issued	Issue price per Security	$=$ of Terms her sport Securities issued	Persons to whom Securities were issued	Intended use of funds raised by the issue
18. December 2006	5.000.000	\$0.125	The l Shares issued pursuant to the placement rank equally in all respects with all Shares existina previously issued by the Company	Clients of Haywood Securities Inc an investment dealer of Vancouver Canada. including employees of that firm investing on their own account	The Company intends the use to funds raised tο the continue drill Company's its assessment οf Akbel in Project south-eastern Kyrgyzstan

The Directors recommend that Members vote in favour of Resolution 3.

Resolution 4 Approval for the Issue of Options to Haywood Securities Inc.

On 15 December 2006 the Company announced it had carried out a placement of 5,000,000 new Shares to Haywood Securities Inc. at an issue price of \$0.125 to raise A\$625,000. The purpose of the placement was to raise funds to continue the Company's drill assessment, well into 2007, of its Akbel Project in south-eastern Kyrgyzstan.

As part of the placement, subject to Member approval at the Company's next Annual General Meeting (i.e. this meeting), a further 2,500,000 options were agreed to be issued.

Under Listing Rule 7.1, the prior approval of the Members of the Company is required for an issue of equity securities, which when aggregated with securities issued by the Company during the previous 12 months, will exceed 15% of the ordinary securities on issue at the commencement of that 12 month period.

If Resolution 4 is passed the Company will issue the options to Haywood and will be able to utilise Listing Rule 7.1 for future issues of up to 15% of the expanded issued capital in the next 12 month period without Member approval.

Listing Rule 7.3 requires certain information to accompany a Notice of General Meeting in relation to approval sought under Listing Rule 7.1. This information is set out below:

Maximum number of	Date by which options will be	Issue price per option and 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 t	Terms of options to be.	Persons to whom options	Intended use of funds to be.
options to be. issued	issued .		issued	will be issued	raised.
2,500,000	31 May 2007	Nil	Exercisable within 2 years of their issue date. being exercisable at A\$0.20 per share within 12 months of their issue date or at A\$0.30 per share thereafter until their expiry date.	Clients οf Haywood Securities Inc. investment an dealer οf Vancouver Canada. including employees οf that firm. investina on their own account	The l Company intends to use the funds raised to continue the Company's drill assessment of its Akbel Project in south-eastern Kyrgyzstan

If the Company makes a pro rata issue of shares, the Company will adjust the exercise price for each Haywood Option in accordance with the Listing Rules.

If the Company issues bonus shares, the Company may increase the number of shares to which the Haywood Clients are entitled to receive in accordance with the Listing Rules.

If any reorganisation (including cancellation, consolidation or subdivision of shares or a reduction or return of share capital) of the issued share capital of the Company occurs before the expiry of the Haywood Options, the number of Haywood Options, or the exercise price (in the case of a consolidation, subdivision, return of capital, or both must be reorganised in accordance with the Listing Rules applying to a reorganisation at the time of the reorganisation.

Haywood Options do not confer on the Haywood Clients the right to participate in issues of capital offered to Members during the currency of the Haywood Options without exercising those options.

Haywood Options:

• a. will not be listed on the ASX;
• b. do not provide any entitlement to dividends; and
• c. do not entitle Haywood Clients to vote at any meeting of Members.

Shares allotted on the exercise of Haywood Options will rank equally in all respects with the then issued Shares and will be subject to the provisions of the Constitution.

The Directors recommend that Members vote in favour of Resolution 4.

Resolution 5 Approval for the Issue of Options to Starlink Media Pty Ltd.

On 4 October 2005 the Company entered into a Letter of Engagement with Starlink Media for the provision by Starlink Media to the Company of publicity services.

As part of the Agreement, if at any time the parties agreed to extend or renew the Agreement, the Company would be obliged to issue to Starlink Media within 60 days of such written agreement, 300,000 free options in the Company.

The Agreement has recently been extended and the Company proposes to now issue the Starlink Options.

Under Listing Rule 7.1, the prior approval of the Members of the Company is required for an issue of equity securities, which when aggregated with securities issued by the Company during the previous 12 months, will exceed 15% of the ordinary securities on issue at the commencement of that 12 month period.

If Resolution 5 is passed the Company will be able to utilise Listing Rule 7.1 for future issues of up to 15% of the expanded issued capital in the next 12 month period without Member approval.

Listing Rule 7.3 requires certain information to accompany a Notice of General Meeting in relation to approval sought under Listing Rule 7.1. This information is set out below:

Maximum number of communic options to be issued	Date by which $\sim$ options will be issued	Issue price per option .		Terms of options to be issued a	Persons to whom b options will be issued	Intended use of funds to be raised
300,000	31 May 2007	The options are being issued as partial consideration for publicity services which have been provided to the Company. Therefore, no issue price will be payable.	(a) (b)	Each Starlink Option shall entitle the holder to one fully paid share in the Company upon written exercise of the Starlink Option and payment of the Exercise Price; All Starlink Options will have a term of 5 years from the date of grant of the Starlink Options;	Starlink Media Ptv Ltd	Part consideration for services provided to date.
			(c)	One third of the Starlink Options will only vest on the second anniversary of the date of grant and will have an Exercise price of \$0.60 per Starlink Option;
			(d)	A further one third of the Starlink Options will only vest on the third anniversary of the date of grant and will have an Exercise price of \$0.80 Starlink per Option; and
			(e)	The remaining one third of the Starlink Options will only vest on the fourth anniversary of the date of grant and will have an Exercise price

Maximum number $^{\circ}$ of $^{\circ}$ and $^{\circ}$ . options The County of the to be issued	Date ∴ by $\blacksquare$ which options Continued Co. will be issued . 1 . . .	price per issue TAN 1999 option Telescopes (March) of the factor of the control $\left\langle \left( \begin{array}{cc} \gamma_{1} & \gamma_{1} \ \gamma_{2} & \gamma_{1} \end{array} \right) \right\rangle_{\mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \mathcal{H}{\mathcal{M}} \times \math$ the company's company's company's The communication of the community	Terms of options to be issued issued えんてんだし 解脱过度过滤 化氯化物 经经济成本 化二硫化物 医手臂手术 经平均 医胸膜 医胸膜 医胸膜 医胸膜 医胸膜 and the contribution of the company of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the .	Persons to options will be issued l ਨਾਮਾ ਨਾਲ ਗਰਾਹ The company of the company .	Intended use whom of funds to be STARRA PD raised and the and the contract of the company of the contract of the the company of the company of the company . .
			Starlink of $$1.00$ per Option.

If the Company makes a pro rata issue of shares, the Company will adjust the exercise price for each Starlink Option in accordance with the Listing Rules.

If the Company issues bonus shares, the Company may increase the number of shares to which Starlink Media is entitled to receive in accordance with the Listing Rules.

If any reorganisation (including cancellation, consolidation or subdivision of shares or a reduction or return of share capital) of the issued share capital of the Company occurs before the expiry of the Starlink Options, the number of Starlink Options, or the exercise price, or both must be reorganised in accordance with the Listing Rules applying to a reorganisation at the time of the reorganisation.

Starlink Options do not confer on Starlink Media the right to participate in issues of capital offered to Members during the currency of the Starlink Options without exercising those options.

Starlink Options:

• will not be listed on the ASX: a.
• do not provide any entitlement to dividends; and $b₁$
• $C_{-}$ do not entitle Starlink Media to vote at any meeting of Members.

Shares allotted on the exercise of Starlink Options will rank equally in all respects with the then issued Shares and will be subject to the provisions of the Constitution.

The Directors recommend that Members vote in favour of Resolution 5.

Resolution 6 Approval for the Issue of New Shares.

The raising of capital under this resolution is to enable the Company to continue its exploration activities in the Republic of Kyrgyzstan and elsewhere in the Tien Shan belt of Central Asia.

Under this resolution it is intended the Board be granted the authority to allot and issue up to 20,000,000 new Shares no later than 3 months after the date of the Annual General Meeting to persons who are not Related Parties or deemed to be Related Parties under the Corporations Act or the ASX Listing Rules.

Under Listing Rule 7.1, the prior approval of the Members of the Company is required for an issue of equity securities, which when aggregated with securities issued by the Company during the previous 12 months, will exceed 15% of the ordinary securities on issue at the commencement of that 12 month period. The proposed issue of Shares contemplated by this Resolution 5 will exceed this limit.

Listing Rule 7.3 requires certain information to accompany the Notice of Meeting in relation to the approval being sought under Listing Rule 7.1. This information is set out as follows:

Maximum number of shares to be issued	Date by which shares will be issued	issue price per share and the second	Terms of shares to be issued	Persons to whom $\sim$ shares will be issued	Intended use of funds to be raised
20,000,000	As soon as practicable after the date of the Annual General Meeting and, in any event, by 24 August 2007. The allotment of Shares the shall occur progressively as and when allottees are identified.	The Shares shall be issued at an issue price to be determined by the Board in its absolute discretion but in any event not less than 80% of the average market price of ordinary the shares in l capital of the Company trading on ASX during 5 days in the which sales were recorded before the date of the issue.	The Shares to be issued under Resolution 6 will be fully paid ordinary shares and will rank equally with existing fully paid ordinary shares in the Company in all respects. The Company will as soon as possible after the date of issue apply for the Shares issued under Resolution 6 to be quoted on ASX.	The identity of . the is allottees not known at the date of the Notice of Annual General Meeting $\frac{2}{3}$ .	The Company intends use the funds to raised from the issue of the Shares under Resolution 6 for the purposes of enabling the Company to continue its exploration activities in Republic the – of Kyrgyzstan and elsewhere in the Tien Shan belt of Central Asía and otherwise for the working capital requirements of the Company.

Table A has been prepared to assist Members to assess the impact on the capital structure of the Company if proposed Resolutions 4, 5 and 6 are passed.

		Shares.	New Proposed Securities Issued	Total Options on Issue
1.	Securities on issue as at Date of Notice of Meeting	$39,651,132^3$	Nil	2,866,667 4
2.	Proposed additional Options to be issued under Resolution 4	39,651,132	2,500,000 Options	5,366,667 5
3.	Proposed additional Options to be issued under Resolution 5	39,651,132	300,000 Options	5,666,667 6
4.	Proposed additional Shares to be approved under Resolution 6	59,651,1327	20,000,000 Shares	5,666,667

^<sup>1 The Company may not necessarily issue the maximum number of shares and may in its absolute discretion issue such lesser number as it may determine.
² Allottees will be selected at the sole discretion of the Director

Related Parties or deemed to be Related Parties under the Corporations Act or the ASX Listing Rules. Additionally the Company does not intend that the shares to be issued under Resolution 6 will be issued to any person or persons in such numbers that breach any provision of Chapter 6 of the Corporations Act, or would do so unless shareholder approval or relief from ASIC is obtained. The Company also intends to approach brokers

to assist in procuring subscriptions and reserves the right to pay any brokers a commission on all monies raised from allottees introduced by the broker.

This figures includes the 5,000,000 shares described in Resolution 3

⁴ Upon being exercised, these Options will become fully paid ordinary shares in the Company and will rank $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ a

This figure includes the 2,866,667 Options currently on issue

⁶ This figure includes the 2,866,667 Options currently on issue and assumes that the Options described in Resolution 4 have been issued.

$^7$ This figure assumes that all of the 20,000,000 Shares in Resolution 6 have been issued. Under the terms of the Resolution, the allotment of the Shares may occur progressively as and when allottees are identified. The effect of Resolution 6 is that it approves an issue of an additional 45% to 50% of shares in the Company. The extent of the percentage increase in the Company's capital will depend on the number of options which are exercised and whether the full 20,000,000 new shares are issued and there are no further issues of securities than those mentioned above.

The Directors recommend that Members vote in favour of Resolution 6.

VOTING EXCLUSION STATEMENT

• 1. In respect of Resolution 2, the Company will disregard any votes cast on that Resolution by any of the persons who may participate or might obtain a benefit in the issue, which includes Mr Barr and any associates of Mr Barr. However, the Company need not disregard any vote by any such persons if it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by any of them who is 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.
• In respect of Resolutions 3 and 4, the Company will disregard any votes cast on $2.$ those Resolutions by any of the persons who participated in the placement of Shares to Haywood Securities Inc. that the Company announced on 15 December 2006, or who may participate or might obtain a benefit in the issue of Shares to Haywood Securities Inc. or the issue of the Haywood Options, which includes employees and clients of Haywood Securities Inc. and any associate of any of those persons. However, the Company need not disregard any vote by any such persons if it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by any of them who is 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.
• 1. In respect of Resolution 5 the Company will disregard any votes cast on that Resolution by any of the persons who may participate or might obtain a benefit in the issue, which includes Directors and employees of Starlink Media and any associate of Starlink Media or any of those persons. However, the Company need not disregard any vote by any such persons if it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by any of them who is 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.
• $4.$ In respect of Resolution 6 the Company will disregard any votes cast on that Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person who is 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.

GLOSSARY OF TERMS

"Agreement" means the Letter of Engagement the Company entered into with Starlink Media:

"ASX" means Australian Securities Exchange Limited;

"Company" means Kentor Gold Limited ACN 082 658 080;

"Constitution" means the Constitution of Kentor Gold Ltd adopted by the Company on 25 October 2004:

"Corporations Act" means the Corporations Act 2001 (Commonwealth);

"Effective Time" means 7.00 pm. (A.E.S.T.) on Tuesday 22 May 2007;

"Haywood Clients" means clients of Haywood Securities Inc, including employees of that firm investing on their own account:

"Haywood Option" means one of the 2,500,000 free options the Company is obliged to issue to the Haywood Clients;

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

"Meeting" means Annual General Meeting;

"Reports" means the Financial Report (which includes the financial statements and Directors' Declaration), the Directors' Report and the Auditor Report;

"Shares" means ordinary fully paid shares in the capital of the Company;

"Starlink Media" means Starlink Media Pty Ltd ACN 082 120 590;

"Starlink Option" means one of the 300,000 free options the Company is obliged to issue to Starlink Media under the Agreement.

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