MATSA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2006

Nov 13, 2006

ACN 106 732 487

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting

15 December 2006

Time of Meeting 10am WST

Place of Meeting Amberley Business Centre, IBM Building, Level 3, 1060 Hay Street, West Perth, Western Australia

KALGOORLIE-BOULDER RESOURCES LTD ACN 106 732 487

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of shareholders of Kalgoorlie-Boulder Resources Ltd ACN 106 732 487 ("KBRL" or "Company") will be held at Amberley Business Centre, IBM Building, Level 3, 1060 Hay Street, West Perth, Western Australia on 15 December 2006 at 10am. Western Standard Time, for the purpose of transacting the following business referred to in this Notice of General Meeting ("Notice"):

An Explanatory Memorandum containing information in relation to the following Resolution accompanies and forms part of this Notice of General Meeting.

Certain terms and abbreviations used in this Notice have defined meaning which are explained in the Glossary appearing at the end of the Explanatory Memorandum which accompanies this Notice.

AGENDA

Resolution 1 - Return of Capital - In-specie Distribution of Burey Gold Shares

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

"That pursuant to sections 256B and 256C of the Corporations Act 2001 (Cth), the Company's Constitution, the Listing Rules of Australian Stock Exchange Limited and all other purposes, the Directors be authorised, at their discretion, to effect a reduction in capital of the paid share capital of the Company by an amount equal to the value of the Burey Gold Shares on the Record Date (estimated to be \$3,440,000) and that such resolution be effected and satisfied by distributing 17,200,000 Burey Gold Shares inspecie and on a pro rata basis to the Shareholders who are registered as members on the Record Date (ignoring fractions and rounding down entitlements) and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of General Meeting"

PROXIES

• $\mathbf{1}$ . A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of the member. If two proxies are appointed, and a member does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes. A proxy need not be a member of the Company.
• $2.$ In order to vote on behalf of a company that is a shareholder of KBRL, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.
• 1. Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged at the registered office of the Company, at 48 Lake Street, Northbridge, Western Australia or by facsimile (61 8) 9228 8685 not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.
• 1. An instrument appointing a proxy:
• a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;
• b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument:
• c) shall be deemed to confer authority to demand or join in demanding a poll:
• d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act;
• e) proxies appointing the Chairman which do not specify the way in which the proxy is to vote on a particular resolution will be recorded as voting in favour of the resolutions.

ATTENDANCE AND VOTING ELIGIBILITY

For the purpose of requiation 7.11.37 of the Corporations Requiations 2001, the Directors have determined that Shares held at 5pm WST on Wednesday, 13 December 2006 will be taken, for the purposes of this General Meeting, to be held by the persons who held them at that time.

BY ORDER OF THE BOARD

John Coles Company Secretary 14 November 2006

KALGOORLIE-BOULDER RESOURCES LTD ACN 106 732 487

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of the shareholders of Kalgoorlie-Boulder Resources Ltd ("KBRL" or "Company") in connection with the business to be transacted at the General Meeting of shareholders of KBRL to be held at Amberley Business Centre, IBM Building, Level 3, 1060 Hay Street, West Perth, Western Australia on 15 December 2006 at 10am Western Standard Time.

The Directors recommend shareholders read the accompanying Notice of General Meeting ("Notice") and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Certain terms and abbreviations used in this Explanatory Memorandum have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Memorandum.

Background

In May 2006 the Company and Burey Gold entered into a Heads of Agreement and subsequently agreed to replace the terms and conditions of the Heads of Agreement with the terms and conditions of the Option Agreement.

Under the terms of the agreement with KBRL, Burey Gold is granted an exclusive option ("Option") to purchase the Company's rights, title and interest in its uranium assets in exchange for paying an option fee of \$50,000 to KBRL plus a further \$50,000 and issue 17,200,000 ordinary fully paid shares in the capital of Burey Gold to KBRL. The Burey Gold Shares must be distributed by KBRL to its shareholders by way of an in-specie distribution.

The exercise of the Option is subject to conditions precedent which include Burey Gold's shareholders passing all resolutions required to give effect to the provisions of the agreement, and the successful admission of Burey Gold to the Official List of the ASX. The Option will lapse and will have no further effect if the conditions precedent are not fulfilled and it is not exercised within six months of Burey Gold's admission to the Official List of ASX.

Burey Gold has lodged its prospectus with ASIC on 20 October 2006. The prospectus seeks to raise \$5 million by offering 25 million shares at an issue price of 20 cents each. A copy of the Burey prospectus can be obtained from their website at www.bureygold.com.

Subject to the Option being exercised and subject to Burey Gold and the Company complying with the ASX Listing Rules and Corporations Act including obtaining all relevant shareholder approvals, the Company will distribute the Burey shares in-specie to the Company's shareholders.

On 7 November 2006, the Directors announced that for the purposes of determining the shareholders to receive the proposed in-specie distribution, if and when the Option granted to Burey Gold is exercised and subject to legal compliance, the Company had resolved that all shareholders who are registered as such on the Company's share register on 20 November 2006 would be entitled to receive the in-specie distribution of Burey Gold Shares.

The Directors, at that time, had not determined whether the in-specie distribution would be by way of capital reduction or dividend or a combination of the two. The Directors' objective in setting this date was to ensure that only shares currently on issue would be entitled to participate in the proposed in-specie distribution without being diluted by further share issues in the future.

Based on advice from ASX, and to cater for the possible event that the proposed in-specie distribution of Burey Gold Shares occurs by a capital reduction (if and when the option

granted to Burey Gold is exercised and subject to legal compliance), the Directors are convening a General Meeting to obtain shareholder approval and establish a Record Date (in accordance with the ASX Listing Rules) for this purpose.

Resolution 1 - Reduction of Capital and In-specie Distribution of Burey Gold Ltd Shares

In-specie Distribution of Burey Gold Shares

As noted above, it is proposed that the Company will make an in-specie distribution of the 17,200,000 Burey Gold Shares to KBRL shareholders recorded on the members' register on the Record Date, on a pro rata basis pursuant to an equal capital reduction under section 256B of the Corporations Act. Under the reduction of capital, KBRL shareholders will be entitled to approximately 3.5 Burey Gold Shares for every ten (10) KBRL Shares held on the Record Date. KBRL shareholders will not be required to pay any consideration for the Burey Gold Shares as KBRL will make an appropriate capital reduction in its books to reflect this distribution. This proposal to reduce the capital in KBRL and distribute 17,200,000 Burey Gold Shares in-specie is subject to the approval of KBRL shareholders (which is being sought by Resolution 1 in this Notice).

Although shareholders may pass Resolution 1, the final decision to proceed with the in-specie distribution will be made by the Directors of the Company, in their absolute discretion.

KBRL does not make any prediction as to what the value of the Burey Gold Shares will be at the time of distribution to KBRL shareholders or subsequently. The amount of the proposed return of capital could be considered to be an amount equal to the value on the Record Date of the Burey Gold Shares to be distributed to KBRL shareholders.

The terms of the return of capital are the same for each holder of KBRL Shares (subject to rounding).

The Directors consider the proposed return of capital will have no material adverse effect on the interests of shareholders or the Company's ability to pay its creditors.

The proportionate ownership interest of each shareholder in KBRL remains the same before and after the return of capital.

Although the capital of KBRL will be reduced, the Directors do not consider that the extent of the return of capital will materially prejudice the interests of KBRL's creditors. Net assets of KBRL will remain positive at \$5,560,632.

A pro-forma, unaudited statement of financial position for KBRL as at 30 September 2006 is attached to this Explanatory Memorandum as Annexure A which shows the financial impact of Resolution 1, if passed, on KBRL assuming that no further ordinary shares are issued.

Legal Requirements

Section 256B (1) of the Corporations Act provides that a company may reduce its share capital if the reduction:

• Is fair and reasonable to the company's shareholders as a whole; $\bullet$
• Does not materially prejudice the company's ability to pay its creditors; and $\bullet$
• Is approved by shareholders under section 256C of the Corporations Act. ٠

The proposed capital reduction is an equal reduction as it relates only to ordinary Shares, it applies to each holder of ordinary Shares in proportion to the number of ordinary Shares they hold and the terms of the reduction are the same for each holder of ordinary Shares.

Accordingly, as the reduction is an equal reduction, section 256C of the Corporations Act requires approval of the proposed reduction by way of an ordinary resolution.

The Directors consider the proposed reduction of capital by distribution in-specie of 17,200,000 Burey Gold Shares on a pro rata basis to the existing shareholders of KBRL does not materially prejudice KBRL's ability to pay it creditors. Further, the Directors advise that the reduction of capital will not result in KBRL being insolvent at the time of the capital reduction or become insolvent as a result of the capital reduction. Further, the Directors consider that the proposed in-specie distribution is fair and reasonable to KBRL's shareholders as a whole because they are all treated in the same manner given that the distribution of Burey Gold Shares is on a pro rata basis.

Effect of Capital Reduction and In-specie Distribution

Effect on Shares

KBRL currently has 48,645,694 Shares on issue. The number of KBRL Shares on issue will remain unchanged as a result of the proposed capital reduction.

Effect on Options

KBRL currently has on issue:

• 8,632,625 listed options with an exercise price of \$0.20 expiring on 31 July 2008 ("Options Listed 20 cents")
• 5,000,000 unlisted options with an exercise price of \$0.20 expiring on 31 July 2008 ("Options Unlisted 20 cents")
• 8,250,000 unlisted options with an exercise price of \$0.30 expiring on 31 July 2008 ("Options Unlisted 30 cents")
• 2,250,000 unlisted options with an exercise price of \$0.40 expiring on 31 July 2008 $\ddot{\phantom{a}}$ ("Options Unlisted 40 cents")

In accordance with Rule 7.22.3 of the Listing Rules, the number of options on issue will remain the same, however, the options are required to have their exercise price per option reduced by the same amount as the amount returned in respect to each KBRL Share.

Based upon an estimated capital reduction of \$0.07 (Refer to "Impact of Proposed Capital Reduction" below):

• the exercise price of Options Listed 20 cents will be reduced to 13 cents;
• the exercise price of Options Unlisted 20 cents will be reduced to 13 cents;
• the exercise price of Options Unlisted 30 cents will be reduced to 23 cents; and
• the exercise price of Options Unlisted 40 cents will be reduced to 33 cents.

The exact amount of the reduction to the exercise price of the Options will be calculated upon a final determination of the amount of the capital reduction,

Taxation Implications

The following is a summary of the Australian taxation consequences for KBRL shareholders who receive shares in Burey Gold as a result of the in-specie distribution.

This summary only applies to those resident Australian KBRL shareholders holding their KBRL shares on capital account (ie, those shareholders who do not trade in shares or hold KBRL shares as trading stock). This summary does not purport to be a complete analysis or attempt to identify all the potential tax consequences from the proposed in-specie distribution.

In this regard, the views expressed in this summary are not intended to be specific advice to KBRL shareholders.

KBRL recommends that all KBRL shareholders, and particularly those shareholders not covered by this summary as noted above (eg. non-resident shareholders) should consult their own tax advisers regarding the Australian and, if applicable, foreign tax consequences of the proposed in-specie distribution given the particular circumstances which apply to them.

KBRL intends to apply for a Class Ruling from the Australian Taxation Office in respect of the proposed in-specie distribution. This will cover the ability for the KBRL shareholders to choose Capital Gains Tax ('CGT') Demerger Roll-over Relief ('Demerger Relief') under Division 125 the Income Tax Assessment Act 1997 and the potential application of the Capital Streaming Rules under sections 45A and 45B of the Income Tax Assessment Act 1936 ('Capital Streaming Rules').

It should be emphasised that these comments are general in nature and you should seek and rely on your own taxation advice in relation to the taxation consequences of the return of capital. Neither KBRL nor any officers accept liability or responsibility with the respect to such consequences.

Overview

The in-specie distribution will involve KBRL debiting its share capital. For income tax purposes, the receipt of the in-specie distribution by the KBRL shareholders will, in the absence of Demerger Relief and the Capital Streaming Rules applying, represent the receipt of a potentially taxable capital payment.

The amount of the in-specie distribution which exceeds the CGT cost base of your KBRL shares will be taxed as a capital gain and included in your assessable income.

However, in some instances, the capital gain can be reduced if the KBRL shareholder can avail themselves of certain CGT discount concessions (e.g. individuals and superannuation funds) if they have held their KBRL shares for at least 12 months prior to the in-specie distribution.

Where the amount of the in-specie distribution does not exceed the CGT cost base of your KBRL shares, there will be a reduction in the CGT cost base of your KBRL shares equal to the in-specie distribution. Should this arise there will be no taxable capital gain arising on the in-specie distribution received.

For CGT purposes, the CGT cost base of the Burey Gold shares received will be equal to the value to the in-specie distribution received. The shares in Burey Gold will be acquired for CGT purposes at the date of the in-specie distribution.

The taxation treatment of the in-specie distribution will be different if Demerger Relief is available. If KBRL shareholders can avail themselves of Demerger Relief, the in-specie distribution will not be taxed as a capital gain, nor assessable as a dividend for income tax purposes.

The taxation implications of KBRL availing themselves of Demerger Relief is set out in the section 'Australian taxation consequences for KBRL shareholders who choose Demerger Relief where available'.

Where the Commissioner of Taxation ('the Commissioner') forms the view that the Capital Streaming Rules should apply to the in-specie distribution, it will be a deemed (unfranked) dividend which will form part of your assessable income. The application of the Capital Streaming Rules is discussed in further detail below in the section 'Application of the Capital Streaming Rules'.

The management of KBRL cannot confirm at this stage whether Demerger Relief will be available with respect to the proposed in-specie distribution. In order to protect the interests of KBRL shareholders. KBRL management will apply for a Class Ruling with the Australian Taxation Office on whether the Demerger Relief is available and whether the Capital Streaming Rules would apply to the proposed in-specie distribution.

Application of the Capital Streaming Rules

Whenever a company undertakes a distribution of capital to its shareholders, it is necessary to consider the application of the Capital Streaming Rules. Broadly these Rules will apply where the Commissioner of Taxation forms the view that shareholders are being provided capital benefits in substitution for dividends. The Capital Streaming Rules will apply if:

• There is a scheme under which a person is provided with a capital benefit by the $(i)$ company:
• Under the scheme a taxpayer, who may or may not be the person provided with the $(ii)$ capital benefit, obtains a tax benefit; and
• Having regard to the relevant circumstances of the scheme, it would be concluded that $(iii)$ the person, or one of the persons, who entered into or carried out the scheme or any part of the scheme did so for a purpose (whether or not the dominant purpose but not including an incidental purpose) of enabling a taxpayer to obtain a tax benefit.

Whilst there is always a risk that the Commissioner could apply the Capital Streaming Rules and deem the in-specie distribution to be (unfranked) dividends for income tax purposes, KBRL management believes that there are mitigating factors to suggest that the Commissioner should not apply the Rules to the proposed in-specie distribution.

As previously discussed, it is the intention of KBRL management to seek a Class Ruling from the Australia Taxation Office to confirm that the Capital Streaming Rules do not apply to the proposed in-specie distribution.

Australian taxation consequences for KBRL shareholders who choose Demerger Relief where available

The purpose of the following discussion is to provide an overview of the taxation consequences if the KBRL shareholders are able to avail themselves of Demerger Relief. As previously discussed, it is the intention of KBRL management to apply for a Class Ruling from the Australian Taxation Office on whether Demerger Relief is available.

İ. Application of the Australian demerger rules

Those KBRL shareholders who are considered to be residents of Australia for income tax purposes, and who hold their KBRL shares on capital account, may be eligible for Demerger Relief.

Broadly, Demerger Relief will allow KBRL shareholders to choose to defer the CGT consequences of the CGT event that happens to their KBRL shares as a result of the inspecie distribution of the shares in Burey Gold.

The income tax implications for KBRL shareholders who do not choose Demerger Relief to apply are discussed below in the section 'Australian taxation consequences for KBRL shareholders who do not choose Demerger Relief if available'.

ij, Treatment of the in-specie distribution to KBRL shareholders

The distribution of the Burey Gold shares will be neither assessable income nor exempt income for KBRL shareholders. However, this treatment is on the basis the in-specie distribution does not invoke the operation of the Capital Streaming Rules. The application of the Capital Streaming Rules has been previously discussed in the section 'Application of the Capital Streaming Rules'.

Whilst prima facie the in-specie distribution will trigger CGT events for the KBRL shareholders, the Demerger Relief will enable them to choose to defer the CGT consequences of this CGT event. No capital gain or loss will arise on the In-specie distribution if Demerger Relief is chosen.

III. CGT cost base

The CGT cost base and reduced cost base of the KBRL shares and Burey Gold shares will be determined individually by each KBRL shareholder through the reasonable apportionment of the cost base of the KBRL shares held immediately before the in-specie distribution between the KBRL and Burey Gold shares held by that KBRL shareholder immediately after the in-specie distribution.

The KBRL shareholders must use the anticipated or actual market values of the KBRL and Burey Gold shares immediately after the in-specie distribution when calculating the above apportionment. The relevant values of the KBRL and Burey Gold shares will be provided to the KBRL shareholders once the in-specie distribution have been made.

Subsequent disposal of the shares in Burey Gold iv.

For the purposes of applying the CGT discount rules, each Burey Gold share received will be deemed to have been acquired at the same time that the underlying KBRL share was acquired. Certain shareholders, such as individuals and superannuation funds, who are deemed to have held their KBRL shares for at least 12 months, may be entitled to discounted CGT treatment on a subsequent disposal of their Burey Gold shares.

Australian taxation consequences for KBRL shareholders who do not choose Demerger Relief if available

KBRL shareholders who do not choose Demerger Relief will experience similar tax consequences to those outlined above, with three exceptions:

• (i) Where the amount of the in-specie distribution exceeds the CGT cost base of your KBRL shares, the excess will be taxed as a capital gain. However, in some instances, the capital gain can be reduced if the KBRL shareholder can avail themselves of certain CGT discount concessions (e.g. individuals and superannuation funds) if they have held their KBRL shares for at least 12 months prior to the in-specie distribution;
• (ii) KBRL shareholders are deemed to have acquired the Burey Gold shares at the date of the in-specie distribution. This will preclude eligibility for discounted CGT treatment (if available) until the KBRL shareholder has held the Burey Gold shares for at least 12 months from date of distribution; and
• (iii) For CGT purposes, the CGT cost base of the Burey Gold shares received will be equal of the value to the in-specie distribution received.

The in-specie distribution of the Burey Gold shares will be neither assessable income nor exempt income for KBRL shareholders who do not choose Demerger Relief. However, this treatment is on the basis the in-specie distribution does not invoke the operation of the Capital Streaming Rules. This has been discussed above in the section 'Application of the Capital Streaming Rules'.

Overseas Shareholders

Distribution of the Burey Gold Shares to KBRL shareholders under the return of capital will be subject to legal and regulatory requirements in their relevant jurisdictions. If the requirements of any jurisdiction where a shareholder is resident are held to restrict or prohibit the

distribution of shares as proposed or would impose on KBRL an obligation to prepare a prospectus or other similar disclosure document or otherwise impose on KBRL an undue burden, the Burey Gold Shares to which the relevant KBRL shareholder is entitled will be sold by KBRL on their behalf as soon as practicable after the Record Date and KBRL will then account to those shareholders for the net proceeds of sale after deducting the costs and expenses of the sale. As the return of capital is being represented and satisfied by the distribution to KBRL shareholders of Burey Gold Shares and security prices may vary from time to time (assuming a liquid market is available), the net proceeds of sale to such shareholders may be more or less than the notional dollar value of the return of capital as set out in this Explanatory Memorandum.

Impact of Proposed Capital Reduction

The impact of Resolution 1 on KBRL shareholders will depend on the number (if any) of Options exercised prior to the Record Date. At the date of this Notice of Meeting, the Company has the following Options on issue:

• 8,632,625 listed options with an exercise price of \$0.20 expiring on 31 July 2008 ("Options Listed 20 cents")
• 5,000,000 unlisted options with an exercise price of \$0.20 expiring on 31 July 2008 ("Options Unlisted 20 cents")
• 8,250,000 unlisted options with an exercise price of \$0.30 expiring on 31 July 2008 ("Options Unlisted 30 cents")
• 2,250,000 unlisted options with an exercise price of \$0.40 expiring on 31 July 2008 ("Options Unlisted 40 cents")

The Directors consider that if the share price continues at its current level until the day after the Meeting it is highly unlikely that any of the Options will be exercised prior to that time so as to increase the number of shares on issue at the Record Date.

The impact of Resolution 1 can be shown using the following hypothetical case examples of a KBRL shareholder who owns 100,000 KBRL Shares on the Record Date. The hypothetical case examples illustrate the position if the Burey Gold Share price is 20 cents at the date of the in specie distribution (based on the issue price of Burey Gold Shares). The exact value of the capital reduction will vary depending on the number of Options exercised prior to the Record Date and the Burey Gold Share price as at the date of the in specie distribution.

Should there be no Options converted prior to the Record Date the KBRL shareholder will receive a distribution in-specie of the following Burey Gold Shares on the pro rata entitlement calculation of:

$$
D = \frac{A}{B} \times C = \frac{100,000}{48,645,694} \times 17,200,000
$$

$D =$

35,357 (representing an approximate 3.5 for 10 distribution)

Where:

• $D =$ the number of Burey Gold Shares being distributed to the shareholder in satisfaction of the capital reduction.
• $A =$ the number of KBRL Shares held by the shareholder on the Record Date;
• $B =$ the total number of KBRL Shares on the Record Date;
• the total number of Burey Gold Shares which are being distributed to KBRL $C =$ Shareholders

The reduction of capital for each KBRL Share on issue and the value of the reduction of the exercise price of each option is calculated as follows:

$$
R = \frac{RSV}{B} = \frac{$3.440,000}{48,645,694}
$$

= \$0.07

Where

$R =$ the reduction of capital per KBRL Share;

RSV = the value of the 17,200,000 Burey Gold Shares at 20 cents each; and

$B =$ the total number of KBRL Shares on issue.

Listing Rule 7.20

In accordance with Listing Rule 7.20, the following information is provided:

• $(a)$ The Directors are of the view that the proposed transaction contemplated in Resolution 1 will not be likely to decrease the price of KBRL's shares. The Directors view is based on the following grounds:
• The Burey Gold Shares to be distributed are not the major portion of KBRL's $\bullet$ assets and do not represent KBRL's core business; and
• The proposed divestment of Burey Gold Shares will allow KBRL to further $\bullet$ focus on developing its Kalgoorlie gold and base metals projects and its oil and gas project in Oklahoma. USA, which may have a positive impact on the market price of KBRL's shares.
• $(b)$ Fractions arising on the reduction of capital will be rounded down.
• $(c)$ Holders of options (listed and unlisted) in KBRL will not be entitled to participate in the proposed reduction of capital however, options may be exercised prior to the Record Date to participate in the in-specie distribution.

Proposed In-Specie Distribution

Assuming the Option is exercised, the proposed in-specie distribution is subject to compliance by KBRL and Burey Gold with the Corporations Act, Listing Rules and all other relevant laws including KBRL and Burey Gold obtaining any necessary shareholder approvals or waivers from the Listing Rules. Subject to these matters being satisfied, the in-specie distribution will made at a date to be determined by the Directors in their absolute discretion.

GLOSSARY

"ASIC" means the Australian Securities and Investments Commission.

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

"Burey Gold" means Burey Gold Ltd ACN 113 517 203.

"Burey Gold Prospectus" means the Prospectus lodged by Burey Gold with ASIC on 20 October 2006.

"Burey Gold Share(s)" means ordinary full paid shares in the capital of Burey Gold.

"Business Day" means Monday to Friday inclusive except New Years Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that the Australian Stock Exchange Limited declares is not a business day.

"Company" or "KBRL" means Kalgoorlie-Boulder Resources Ltd ACN 106 732 487.

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

"Directors" means the current Directors of KBRL, as the context requires.

"Explanatory Memorandum" means this Explanatory Memorandum.

"Listing Rules" means the Listing Rules of ASX.

"Meeting" means the meeting convened in accordance with this Notice.

"Notice" means the notice of meeting accompanying the Explanatory Memorandum.

"Official List" means the Official List of the ASX.

"Record Date" means 27 December 2006.

"Shareholder" means a holder of Shares.

"Share(s)" or "KBRL Share(s)" means ordinary full paid shares in the capital of KBRL.

$\ddot{\phantom{a}}$

$\bar{z}$

$\bar{\mathbf{v}}$

ANNEXURE A KALGOORLIE-BOULDER RESOURCES LTD AND ITS CONTROLLED ENTITY PRO FORMA BALANCE SHEET

$\ddot{\phantom{a}}$

	Unaudited 30 September 2006 \$	Proforma Unaudited 30 September 2006 s.
CURRENT ASSETS
Cash and cash equivalents	87,198	137,198
Trade and other receivables	166,914	166,914
Other current assets	123,695	123,695
Total Current Assets	377,807	427,807
NON CURRENT ASSETS
Plant and equipment	50,052	50,052
Exploration and evaluation asset	7,131,624	6,971,624
Total Non Current Assets	7,181,676	7,021,676
TOTAL ASSETS	7,559,483	7,449,483
CURRENT LIABILITIES
Trade and other payables	1,064,782	1,064,782
Interest bearing liabilities	750,000	750,000
Provisions	49,772	49,772
Total Current Liabilities	1,864,554	1,864,554
NON CURRENT LIABILITIES
Deferred tax liabilities	24,297	24,297
Total Non Current Liabilities	24,297	24,297
TOTAL LIABILITIES	1,888,851	1,888,851
NET ASSETS	5,670,632	5,560,632
EQUITY
Issued Capital	6,492,843	3,052,843
Reserves	1,085,625	1,085,625
Retained Profits/Accumulated Losses	(1,907,836)	1,422,164
TOTAL EQUITY	5,670,632	5,560,632

Assumptions:

• The Company received 17,200,000 Burey Gold Shares plus \$50,000 as consideration for the disposal of $\bullet$ its uranium assets pursuant to the agreement with Burey Gold.
• At a date to be determined, the Company will distribute a total of 17,200,000 Burey Gold Shares to its $\bullet$ Shareholders by way of an in-specie distribution.

PROXY FORM

The Secretary Kalgoorlie-Boulder Resources Ltd PO Box 312 NORTHBRIDGE WA 6865

being a member/members of Kalgoorlie-Boulder Resources Ltd ("Company") hereby appoint

Print proxy's name in full οf
print proxy's address and (if you wish to appoint two proxies)
print second proxy's name in full
οf
print second proxy's address
or, in the proxy's/proxies' absence or if no other appointee is mentioned, the Chairman of the meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the General Meeting of the Company to be held at Amberley Business Centre, IBM Building, Level 3, 1060 Hay Street, West Perth, Western Australia at 10am on 15 December 2006 and at any adjournment of that meeting in respect of my/our shares or, failing any number being specified, ALL of my/our shares.
If you do not wish to direct your proxy how to vote, please place a mark in the box.
By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.
Proxies appointing the Chairman which do not specify the way in which the proxy is to vote on a particular resolution will be recorded as voting in favour of the resolutions.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on a resolution, the proxy may abstain or vote at his or her discretion.

$\overline{\mathbf{z}}$ $\mathcal{L}$ $\overline{A}$ that $\mathbf{r} = \mathbf{r} \mathbf{r}$

RESOLUTION		I/We direct my/our proxy to vote as indicated below: ORDINARY BUSINESS	FOR	AGAINST	ABSTAIN
1.		Return of Capital - In-specie Distribution of Burey Gold Shares
Note:	1. $\mathbf{2}$ .	If you have appointed two proxies the proportion of your voting rights allocated to each proxy is: Proxy No. 1 % If the appointment of a proxy is signed by the appointor's attorney, this form must be accompanied
		by the authority under which the appointment was signed, or a certified copy of the authority. The completed Form of proxy may be:
۰		Mailed to the address on this form; or Faxed to the Company on (08) 9228 8685

PROXY FORM

Signed this	day of	2006
If a natural person:
SIGNED by in the presence of:		(Signature)
(Signature of Witness)
(Name of Witness in full)
If a Company:
THE COMMON SEAL of
ACN was affixed in the presence of:
(Signature of Secretary/other Director)		(Signature of Director/Sole Director)
	(Name of Secretary/other Director in full)	(Name of Director/Sole Director in full)

PROXY VOTES

A vote given in accordance with the terms of an instrument or proxy is valid not withstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed), or the transfer of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at the Registered Office before the commencement of the Meeting or adjourned Meeting at which the instrument is used or the power is exercised.

REPRESENTATIVES OF CORPORATE SHAREHOLDERS

A body corporate ("the Appointor") that is a Shareholder may authorise, in accordance with Section 250D of the Corporations Act 2001, by resolution of its Directors or other governing body such person or persons as it may determine to act as its Representative at any Meeting of the Company or of any class of Shareholders. A person so authorised shall be entitled to exercise all the rights and privileges of the Appointor as a Shareholder. When a Representative is present at a Meeting of the Company, the Appointor shall be deemed to be personally present at the Meeting unless the Representative is otherwise entitled to be present at the Meeting.