MATSA RESOURCES LIMITED — Director's Dealing 2007

Mar 29, 2007

KALGOORLIE-BOULDER RESOURCES LTD ABN 48 106 732 487

ASX ANNOUNCEMENT

ASX Code: KAL, KALO

29 March 2007

APPENDIX 3X AND REPLACEMENT APPENDIX 3B

Attached is a copy of the:

• (a) nil Initial Director's Interest Notice for Michael Atkins; and
• (b) replacement Appendix 3B. This Appendix 3B replaces the Appendix 3B lodged with ASX on 9 March 2007 increasing the number of shares quoted on ASX (item 8) by 1.5 million shares and decreasing the number of shares not quoted on ASX (item 9) by the same amount.

For further information please contact:

John Coles Company Secretary Tel: (08) 9228 9742

Appendix 3X

Rule 3.19A.1

Initial Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity KALGOORLIE-BOULDER RESOURCES LTD
ABN 48 106 732 487

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Michael Atkins
Date of appointment	15 March 2007

Part 1 - Director's relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Number & class of securities

Nil

⁺ See chapter 19 for defined terms.

Part 2 – Director's relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of Number & class of Securities
interest
Note: Provide details of the circumstances giving rise to the relevant interest.
	Nil

Part 3 – Director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

⁺ See chapter 19 for defined terms.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 3. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

KALGOORLIE-BOULDER RESOURCES LTD

ABN

48 106 732 487

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

	+ Class of + securities issued or to be issued	Fully Paid Ordinary Shares (ASX: KAL) Convertible Notes Replacing Appendix 3B dated 8 March 2007
2	Number of + securities issued or to be issued (if known) or maximum number which may be issued	Fully Paid Ordinary Shares - 50,000,000 Listed Fully Paid Ordinary Shares - 1,500,000 Convertible Notes - 12
3	Principal terms of the "securities (eg. if options, exercise price and expiry date; if partly paid 'securities, the amount outstanding and due dates payment; if + convertible for securities, the conversion price and dates for conversion)	Convertible Notes - see attachment.

• See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing 'class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in оf the case a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Fully Paid Ordinary Shares - Yes. Listed Fully Paid Ordinary Shares - Yes. equally in all respects with the Company's issued issue. The Company has not issued any other Convertible Notes.	The Convertible Notes will be unlisted, but the fully paid ordinary shares issued on conversion will rank fully paid ordinary shares on and from their date of
5.	Issue price or consideration	Consideration for the acquisition of 100% of the issued share capital of Australian Gold Investments Pty Ltd. Replacing Appendix 3B dated 8 March 2007
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Consideration for the acquisition of 100% of the issued share capital of Australian Gold Investments Pty Ltd. Replacing Appendix 3B dated 8 March 2007
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	8 March 2007
8	Number and + class of all *securities ASX. quoted on (including the securities in clause 2 if applicable)	Number 96,976,344	+Class Listed Fully Paid Ordinary Shares (ASX: KAL)
		45,455,472 Replacing Appendix 3B dated 8 March 2007	Listed Options (20 cents July 2008) (ASX: KALO)

⁺ See chapter 19 for defined terms.

		Number	$+$ Class
9	Number all + class and οf	61,815,044	Shares
	*securities not quoted on ASX 5,000,000		20 cent July 2008
	(including the securities in clause 2		Options
	if applicable)	8,250,000	30 cent July 2008
			Options
		2,250,000	40 cent July 2008
			Options
		12	Convertible Notes

${\bf 10}$ Dividend policy (in the case of a $\lceil$ trust, distribution policy) on the increased capital (interests)

No dividend policy has been established.

Part 2 - Bonus issue or pro rata issue

11	holder Is security approval required?
$12 \,$	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
14	+ Class of + securities to which the offer relates
15	*Record date determine to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has 'security holders who will be not sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

Names of any underwriters 20 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue
23 Fee or commission payable to the broker to the issue
24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders
25 If the issue is contingent on *security holders' approval, the date of the meeting
26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28 Date rights trading will begin (if applicable)
29 Date rights trading will end (if applicable)
30 How do *security holders sell their entitlements in full through - a broker?
31 How do *security holders sell part of their entitlements through a broker and accept for the balance?

32 How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

	_________	.	---------------------------------------
.		----

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(a)$ Securities described in Part 1
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36	If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories
	$1 - 1.000$
	$1,001 - 5,000$
	$5,001 - 10,000$
	$10,001 - 100,000$
	$100,001$ and over

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing *class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

Number	+Class
---------------------------------------

• See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the 'securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the ^*securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before 'quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

...................................... Director/Company secretary)

Sign here:

Print name:

John Coles

= = = = = = = = = =

⁺ See chapter 19 for defined terms.

ATTACHMENT

CONVERTIBLE NOTES

Face Value: A\$250,000 per Convertible Note ('Note').

Issue Date: 7 March 2007.

Maturity Date: 7 March 2010.

Conversion: Each Note may be converted into 2.5 million fully paid ordinary shares in the Company between 7 March 2008 and 7 March 2010.

Conversion on Sale of Assets: Each Note may be converted into 2.5 million fully paid ordinary shares in the Company in the event that the Company sells substantially all of its shares in Australian Gold Investments Pty Ltd ('AGI') irrespective of the time elapsed since the date of issue.

Redemption: Each Note may be redeemed by giving the Company a Redemption Notice requiring the Company to redeem the Note by repaying the Face Value of, and all accrued and unpaid interest on, the relevant Note.

Early Redemption: In the event that the Company sells or agrees to sell substantially all of the business or undertaking of AGI, or the Company becomes a subsidiary of another corporation or an insolvency event ('Early Redemption Event') occurs before the Maturity Date, the Noteholder may redeem a Note by giving the Company a Redemption Notice requiring the Company to redeem the Note by repaying the Face Value of, and all accrued and unpaid interest on, the relevant Notes. The Company must, as soon as practicable, give written notice to the sponsors that an Early Redemption Event has occurred.

Compulsory Conversion: In the event that an Early Redemption Event occurs before the Maturity Date, and a sponsor does not issue a redemption notice in the prescribed form to the Company within 10 business days after the sponsor receives written notice from the Company of the occurrence of an Early Redemption Event, a compulsory conversion event ('Compulsory Conversion Event') shall be deemed to have occurred. The Company must, as soon as reasonably practicable, give written notice to the Noteholder that a Compulsory Conversion Event has occurred and must within 5 business days of the Compulsory Conversion Event convert the Notes into fully paid ordinary shares.

Interest: The Notes bear interest at the rate of 8% per annum payable quarterly in arrears until such time as the Note is converted or repaid and on the date a relevant Note is converted or repaid.

Security: Each Note is secured by a first ranking charge over the Company's shares in AGI.

Transferability: The Notes are transferable with the prior written consent of the Company which shall not be unreasonably withheld.

Interest Withholding Tax: All payments made by the Company in relation to a Note will be made without any deduction or withholding for or on account of Australian taxes unless such withholding and deduction is required by law.

⁺ See chapter 19 for defined terms.