KGL RESOURCES LIMITED — Share Issue/Capital Change 2005

Mar 15, 2005

TO A ROBERT CONFIDENTIAL OF THE PROPERTY OF A PROPERTY.

KENTOR GOLD LTD ACN 082 653 080 Registered Office: Level 3, 15 Queen Street
Melbourne Victoria 3000 www.kentorgold.com.au

Australia Suite 405, Level 4 9 Sherwood Road Toowong Queensland 4066

Phone: +61 (7) 3217 8708

Fax: +61 (7) 3217 8698 E-mall: droyle@kentorgold.com.yu Kyrgyz Republic
235/2 Erkindik Prospect
720739 Bishkek Phone: $+996(312)$ 621 389 $\mathbf{F}\mathbf{a}\mathbf{x}$ +996 (312) 665 759 E-mail: kentor2@mail.kg

TERMS AND CONDITIONS OF KENTOR GOLD LTD OPTIONS:

Kentor has 11 separate option series issued all of which have the same Terms Conditions and rights with the exception of the exercise price and expiry date as shown below:

Exercise Date	$01-Apr-05$
Exercise Price	21 Cents
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Exercise Date	$01-Aug-05$
Exercise Price	21 Cents
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Exercise Date	$01-Apr-06$
Exercise Price	21 cents
ДАНТАР

l opti
Exercise Date	$01$ -Apr-06
Exercise Price	30 cents
Total Issu

Exercise Date	01-Jul-06
Exercise Price	30 cents

CORTIGNICT ASS l no - 500
Exercise Date	01-Mar-07
Exercise Price	45 cents
- 青松 122年 1872

LOBINON CLASS THE SECOND LIBRARY SECOND LIBRARY CONTROL Duration of Employment Exercise Date Contract Exercise Price 62.5 cents; Total Issue 846,667

(後の) 小学 6 Personal XXXII
	Duration of
	Employment
Exercise Date	Contract
Exercise Price	75 cents,
Total Issue	710,000

Exercise Date	Duration of Employment Contract
Exercise Price	87.5 cents
Total Issue	710,000

Exercise Date	July 2007 [
Exercise Price	$62.5$ cents

Exercise Date	$01$ -Jul- $08$
Exercise Price	75 cents

TOTAL OPTIONS ISSUED WAS SAFEKEEPING TO 36225.

KENTOR GOLD LTD ACN 082 658 080

TERMS, CONDITIONS AND RIGHTS ATTACHING TO OPTIONS

Each option will give to the holder the right to subscribe for one ordinary share in the capital of the company at the price specified on the option certificate and on the terms set below:

• The shares issued as a result of the exercise of any Option will rank pari passu in all respects with previously issued fully paid shares in the capital of the Company.
• All registered Option Holders will be entitled to attend meetings and receive and will be sent all reports and accounts required to be laid before members in general meeting and all notices of general meetings of members, but will not be entitled to participate in the meetings unless they are, in addition to being Option Holders, members.
• The Options will be exercisable at any time and from time to time in whole or in part until the date specified on this certificate. However, persons holding 2,000 or fewer Options may only exercise all of them. Persons holding more than 2,000 Options may exercise those Options only in multiples of 2,000 except in the case where the number held is not a multiple of 2,000. In that case the holder may exercise a number of Options which is 2,000 or a multiple of 2,000 or such number of their options so that, after the exercise, the number of Options then held by that holder is either 2,000 or a multiple of 2,000 or nil.
• Options are exercisable by completing the notice of exercise in the form which appears on the certificate and delivering the same with payment for the number of shares in respect of which Options are exercised to the Company.
• Option holders will be permitted to participate in all new issues or bonus issues of securities on the prior exercise of the option only. The option holder will be given the period of at least 10 business days prior to and inclusive of the Books Closing Date (to determine entitlements to the issue) to exercise the option.
• Shares allotted upon the exercise of Options will be allotted not more than 14 days after receipt of a properly executed exercise notice and application moneys in respect of the exercise of the Options and Holding Statements will be dispatched within 5 business days thereafter.
• The Options will not be listed on any stock exchange.
• In the event of a reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of options and the exercise price of options shall be reconstructed in the same proportion as the issued capital of the company is reconstructed and in a manner which will not result in any additional benefits being conferred on option holders which are not conferred on shareholders of the Company, (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders of the Company approving the reconstruction of capital) but in all other respects the terms for the exercise of Options shall remain unchanged.
• The rights attaching to the Options shall be changed, amended or varied from time to time to comply with the listing rules of the ASX or any other stock exchange on which the Company has listed or proposes to list.