KALGOORLIE-BOULDER RESOURCES LTD ACN 106 732 487

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM (INCLUDING INDEPENDENT EXPERT'S REPORT)

PROXY FORM

Date of Meeting Thursday 18 December 2008

Time of Meeting 10.00am

Place of Meeting QV1 Conference Centre Level 2, QV1 250 St Georges Terrace Perth WA 6000

This Notice of General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

Item	Page
Chairman's Letter	1
Notice of General Meeting	2
Explanatory Memorandum	10
Glossary	39
Independent Expert's Report	41
Proxy Form	(loose leaf)

CHAIRMAN'S LETTER

Dear Kalgoorlie-Boulder shareholder

We are writing to you in relation to the proposed acquisition of shares and options in Kalgoorlie-Boulder Resources Ltd (Company or Kalgoorlie-Boulder) by a new cornerstone investor group and the acquisition by the Company of Matsa Resources Limited (as announced to the Australian Securities Exchange (ASX) on 15 August 2008 and referred to in an update to ASX on 27 October 2008). Those announcements also referred to proposed capital raisings to be undertaken by the Company which will be underwritten by Messrs Paul Poli and Andrew Viner (who are associates of Matsa Resources Limited) to the extent of \$1.5 million (and which are further described herein).

Your directors believe that the transactions referred to above will allow the Company to:

continue to develop its Kalgoorlie and Norseman projects; and
expand into new projects and regions that the Company believes will create long term shareholder value.

Kalgoorlie-Boulder shareholder meeting

Various aspects of the transaction require shareholder approval under the Corporations Act and Listing Rules of the ASX. This document contains important information concerning the General Meeting of Kalgoorlie-Boulder to take place on 18 December 2008 to consider the resolutions required under the Corporations Act and Listing Rules. This information includes voting procedures for each of the resolutions.

Your directors have appointed William Buck Financial Services (WA) Pty Ltd as Independent Expert to report on whether aspects of the transaction would be fair and reasonable to Kalgoorlie-Boulder shareholders. This document attaches a report from the Independent Expert who has concluded that when assessed as a whole, in KBRL's current circumstances, the proposed transactions are fair and reasonable.

Your vote is important – please sign and return the attached proxy form

This transaction will not proceed without the support of Kalgoorlie-Boulder shareholders. We urge you to sign and complete the proxy form accompanying this document to ensure this important initiative proceeds.

This Notice of Meeting and Explanatory Memorandum are important and should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Yours sincerely

Michael Atkins Chairman

KALGOORLIE-BOULDER RESOURCES LTD ACN 106 732 487

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2008 General Meeting of the Shareholders of Kalgoorlie-Boulder Resources Ltd (Company or Kalgoorlie-Boulder) is to be held at QV1 Conference Centre, Level 2, QV1, 250 St Georges Terrace, Perth WA 6000 on Thursday 18 December 2008 at 10.00am for the purpose of transacting the following business.

An Explanatory Memorandum containing information in relation to the following resolutions (and incorporating an Independent Expert's Report) accompanies this Notice of General Meeting.

AGENDA

Resolution 1 – Approval of acquisition of 65 million Shares by Mr Paul Poli and Mr Andrew Viner (or their nominees)

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

"Subject to the passing of the Required Resolutions, that, for the purpose of item 7 of section 611 of the Corporations Act and for all other purposes, Shareholders approve the acquisition of 65 million Shares in the Company (on a pre-consolidation basis) from RASL AU, LLC (RASL) by Mr Paul Poli and Mr Andrew Viner (or their nominees) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

Short Explanation: Shareholder approval is sought under item 7 of section 611 of the Corporations Act to enable Mr Paul Poli and Mr Andrew Viner to acquire 65 million Shares in the Company from RASL. This resolution is conditional on the passing of the Required Resolutions. Shareholder approval is required as the acquisition would result in Mr Poli and Mr Viner (and their associates) acquiring voting power in the Company in excess of 20%. Please refer to the Explanatory Memorandum for further details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by the persons proposing to make the acquisition (Mr Poli and Mr Viner, or (as applicable) their nominees) and their associates, and the persons from whom the acquisition is to be made (RASL) and its associates.

Resolution 2 – Approval of acquisition of relevant interest in remaining 15 million shares in the Company held by RASL by Mr Paul Poli and Mr Andrew Viner

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

"Subject to the passing of the Required Resolutions, that, for the purpose of item 7 of section 611 of the Corporations Act and for all other purposes, Shareholders approve the acquisition by Mr Paul Poli and Mr Andrew Viner (or their nominees) of a right of refusal over (and therefore a relevant interest in) 15 million Shares in the Company (on a pre-consolidation basis) to be held by RASL (forming part of its existing holding of Shares), not being Shares the subject of resolution 1, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

Short Explanation: RASL has agreed that, subject to Shareholder approval at the General Meeting for all purposes, if RASL wishes to dispose of any of the 15 million remaining Shares (forming part of its existing holding of Shares) to be held by it following the transactions contemplated by this Notice of Meeting to a third party ("Proposed Sale"), it shall first offer Mr Paul Poli and Mr Andrew Viner the opportunity to acquire all or part of such Shares on the same terms as the Proposed Sale. Shareholder approval is sought to this agreement and to the relevant interest that it confers under item 7 of section 611 of the Corporations Act. This resolution is conditional on the passing of the Required Resolutions. Shareholder approval is required as the acquisition would result in Mr Poli and Mr Viner (and their associates) acquiring voting power in the Company in excess of 20%. Please refer to the Explanatory Memorandum for further details.

Resolution 3 – Approval of acquisition of shares in Matsa Resources Limited

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

"Subject to the passing of the Required Resolutions, that, for the purposes of item 7 of section 611 and Chapter 2E of the Corporations Act, ASX Listing Rules 7.1, 10.1, 10.11, 11.1 and for all other purposes, Shareholders approve:

(a) the acquisition by the Company of the entire issued share capital of Matsa Resources Limited ABN 86 124 797 726 from its shareholders (including Mr Paul Poli and Mr Andrew Viner and their associates) in consideration of the issue by the Company to those persons (in aggregate, and on a pre-consolidation basis) of 80 million Shares and 20 million Options exercisable at \$0.07, expiring on 1 July 2011; and
(b) the acquisition of 20 million Shares by those persons (including Mr Paul Poli and Mr Andrew Viner and their associates), in aggregate and on a pre-consolidation basis, on exercise of the 20 million Options referred to above,

on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice)."

Short Explanation: Shareholder approval is sought under item 7 of section 611 of the Corporations Act as the issue of securities pursuant to the transaction contemplated by this resolution would result in Mr Paul Poli and Mr Andrew Viner (and their associates) acquiring voting power in the Company in excess of 20%. Shareholder approval is also sought under Chapter 2E of the Corporations Act and Listing Rule 10.11 as the issue of Shares and Options contemplated by the resolution involves an issue of securities, and may deliver a financial benefit, to persons who are related parties of the Company (given that it that, subject to completion of the transaction, Mr Paul Poli and Mr Andrew Viner will become Executive Directors of the Company). Approval is also being sought under Listing Rule 10.1 (as that rule applies to acquisitions of substantial assets from related parties) and Listing Rule 7.1 (which provides that a company may not (without shareholder approval) issue equity securities (including Shares and Options) representing more than 15% of its issued capital within any 12 month period). Finally, approval is being sought under Listing Rule 11.1 (which relates to a Company making a significant change to the nature or scale of its activities). This resolution is conditional on the passing of the Required Resolutions. Please refer to the Explanatory Memorandum for further details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by the parties to this transaction (being the Company and its associates) and the persons to whom securities are to be issued (including Mr Paul Poli and Mr Andrew Viner) and their associates) 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. However, the Company need not disregard a vote if the vote is cast by a person as proxy for another person who is entitled to vote, in accordance with the directions on the proxy form, or the vote is cast by the person 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.

Resolution 4 – Issue of Options to Mr Paul Poli and Mr Andrew Viner

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

"Subject to the passing of the Required Resolutions, to completion of the transactions contemplated by resolutions 1 and 3, and to their appointment as Executive Directors of the Company, that, for the purposes of item 7 section 611 of the Corporations Act, Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the allotment and issue of the following Options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice:

(a) Mr Paul Poli, 4 million Options at an exercise price of 7 cents per Option, expiring 1 July 2011 and 20 million Options at an exercise price of 10 cents per Option expiring 1 July 2012;
(b) Mr Andrew Viner, 2 million Options at an exercise price of 7 cents per Option, expiring 1 July 2011 and 10 million Options at an exercise price of 10 cents per Option expiring 1 July 2012; and

and the acquisition of up to 24 million Shares by Mr Paul Poli and up to 12 million Shares by Mr Andrew Viner (in each case on a pre-consolidation basis) upon exercise of the Options referred to above."

Short Explanation: Shareholder approval is sought under item 7 of section 611 of the Corporations Act for the acquisition of Shares on exercise of the Options referred to above as such acquisition would result in Mr Paul Poli and Mr Andrew Viner (and their associates) increasing their voting power in the Company in circumstances where they already hold in excess of 20%. Shareholder approval is also sought under Chapter 2E of the Corporations Act and Listing Rule 10.11 as the issue of Options contemplated by the resolution involves an issue of securities, and may deliver a financial benefit, to persons who are related parties of the Company (given that it is proposed that Mr Paul Poli and Mr Andrew Viner be appointed as Executive Directors of the Company). Finally, shareholder approval is also being sought under Listing Rule 10.1 as the value of the Options referred to above is such that they may be considered a substantial asset for the purposes of the Listing Rules. This resolution is conditional on the passing of the Required Resolutions. Please refer to the Explanatory Memorandum for further details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr Paul Poli and Mr Andrew Viner and their associates (being the related parties to whom the Options are being issued) or the Company and its associates (the other party to the transaction). However, the Company need not disregard a vote if the vote is cast by a person as proxy for another person who is entitled to vote, in accordance with the directions on the proxy form, or the vote is cast by the person 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.

Resolution 5 – Issue of options to RASL

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

"Subject to the passing of the Required Resolutions, and to completion of the transactions contemplated by resolutions 1, 3 and 4, that, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve:

(a) the allotment and issue of 3 million Options at an exercise price of 7 cents per Option, expiring 1 July 2011, and 15 million Options at an exercise price of 10 cents per Option expiring 1 July 2012, to RASL on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice; and
(b) the acquisition of up to 18 million Shares by RASL (on a pre-consolidation basis) upon exercise of the Options referred to above."

Short Explanation: Shareholder approval is sought under Chapter 2E of the Corporations Act and Listing Rule 10.11 as the issue of Options contemplated by the resolution involves an issue of securities, and may deliver a financial benefit, to persons who are related parties of the Company (namely RASL, given that Mr Stanley Lewis and Mr Richard Alter are Directors of the Company and Directors and shareholders of RASL). Shareholder approval is also sought under Listing Rule 10.1 as the value of the Options referred to above is such that they may be considered a substantial asset for the purposes of the Listing Rules. This resolution is conditional on the passing of the Required Resolutions. Please refer to the Explanatory Memorandum for further details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by RASL (being the related party to whom the Options are being issued) and its associates or the Company and its associates (the other party to the transaction). However, the Company need not disregard a vote if the vote is cast by a person as proxy for another person who is entitled to vote, in accordance with the directions on the proxy form, or the vote is cast by the person 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.

Resolution 6 – Change of Company Name

To consider and, if thought fit, to pass the following resolution as a special resolution:

"Subject to the passing of the Required Resolutions, and to completion of the transactions contemplated by this Notice, that the name of the Company be changed from Kalgoorlie-Boulder Resources Ltd to Matsa Resources Limited."

Short Explanation: Under section 157 of the Corporations Act, a special resolution of shareholders is required to change a company name. The name of the Company is sought to be changed in connection with the transactions giving rise to this Notice of Meeting. Please refer to the Explanatory Memorandum for further details.

Resolution 7 – Share Consolidation

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

"Subject to the passing of the Required Resolutions, and for all purposes including section 254H of the Corporations Act, that:

(a) the issued share capital of the Company be consolidated (with each five fully paid ordinary Shares in the Company becoming one fully paid ordinary Share in the Company) with immediate effect;
(b) all issued Options in the Company be consolidated in the same ratio (with each five issued Options becoming one Option and the exercise price for that Option increasing by a multiple of five) with immediate effect; and
(c) where applicable, the aggregate post consolidation holding of each Shareholder and optionholder shall be rounded up to the nearest whole number of Shares, or Options (as relevant)."

Short Explanation: A company is permitted, by section 254H of the Corporations Act, to consolidate its share capital by ordinary resolution. That is the effect of the resolution to be considered at the general meeting. In accordance with the Listing Rules, on a consolidation of shares, options are consolidated in the same ratio (with the exercise price being amended in inverse proportion to that ratio). Please refer to the Explanatory Memorandum for further details.

Resolution 8 –Acquisition of Shares and Options pursuant to underwriting arrangements

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

"Subject to the passing of the Required Resolutions, that, for the purposes of item 7 section 611 and Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve:

(a) the acquisition of up to 75 million Shares by Mr Paul Poli and Mr Andrew Viner (or their associates) pursuant to their underwriting of one or more rights issues or other capital raisings to be undertaken by the Company on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice;
(b) the issue of 10 million Options at an exercise price of 7 cents per Option, expiring 1 July 2011 to Mr Paul Poli and Mr Andrew Viner as the fee for being underwriter, on

the terms and conditions set out in the Explanatory Memorandum accompanying this Notice; and

(c) the acquisition of up to 10 million Shares by Mr Paul Poli and Mr Andrew Viner (on a pre-consolidation basis) upon exercise of the Options referred to in (b) above."

Short Explanation: Shareholder approval is sought under item 7 of section 611 of the Corporations Act for the issue of any Shares or Options acquired pursuant to these underwriting arrangements as such acquisition would result in Mr Paul Poli and Mr Andrew Viner (and their associates) increasing their voting power in the Company in circumstances where they already hold in excess of 20%. Shareholder approval is also sought under Chapter 2E of the Corporations Act and Listing Rule 10.11 as the issue of Shares and Options contemplated by the resolution involves an issue of securities, and may deliver a financial benefit, to persons who are related parties of the Company (given that it is proposed that Mr Paul Poli and Mr Andrew Viner be appointed as Executive Directors of the Company). This resolution is conditional on the passing of the Required Resolutions. Please refer to the Explanatory Memorandum for further details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr Paul Poli and Mr Andrew Viner and their associates (being the persons who may receive Shares and Options pursuant to the arrangements) and the Company and its associates (the other party to the transaction). However, the Company need not disregard a vote if the vote is cast by a person as proxy for another person who is entitled to vote, in accordance with the directions on the proxy form, or the vote is cast by the person 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.

By order of the Board

Mr Michael Atkins Chairman Dated: 6 November 2008

NOTES ON VOTING AND PROXIES

Attendance and Voting Eligibility

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cwlth), the Board has determined that the members entitled to attend and vote at the General Meeting shall be those persons who are recorded in the register of members at 5.00 pm (Perth time) on 16 December 2008.

Proxies

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.
1. In order to vote on behalf of a company that is a shareholder of Kalgoorlie-Boulder, a valid power of attorney in the name of the attendee, must be either lodged with the Company prior to the General Meeting, or be presented at the General 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 Suite 1 Vosper House, 31 - 33 Dugan St, Kalgoorlie Western Australia 6430 or by facsimile (61 8) 9021 7277 not less than 48 hours before the time of the General 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; and
(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.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Corporate Representatives

A body corporate may elect to appoint a representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act. Where a body corporate appoints a representative the Company requires written proof of the representative's appointment to be lodged with or presented to the Company before the General Meeting.

Notes

Further details of the resolutions are set out in the Explanatory Memorandum accompanying this Notice of Meeting including further information required to be disclosed to shareholders under the Corporations Act, ASIC Regulatory Guide 74 and the ASX Listing Rules.

Shareholders are urged to read the Independent Expert's Report prepared by William Buck which report is attached to the Explanatory Memorandum, and, if shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay. The Independent Expert has concluded that when assessed as a whole, in KBRL's current circumstances, the proposed transactions are fair and reasonable.

KALGOORLIE-BOULDER RESOURCES LIMITED ACN 106 732 487

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to assist Shareholders of the Company in assessing the merits of the resolutions contained in the accompanying Notice of Meeting of the Company, and contains important information. The Directors recommend that Shareholders read this Explanatory Memorandum (including the Independent Expert's Report) and the Notice of Meeting in full before making any decision in relation to the resolutions.

BACKGROUND AND OVERVIEW OF THE TRANSACTION

On 15 August 2008 the Company announced that it had entered into an agreement to acquire Matsa Resources Pty Ltd (Matsa) a private company associated with Mr Paul Poli and Mr Andrew Viner and furthermore for Mr Paul Poli and Mr Andrew Viner to acquire the majority of shares of the Company's major shareholder RASL AU, LLC (RASL). The agreement contemplated a proposed 1 for 3 renounceable rights issue to be underwritten by Mr Paul Poli and Mr Andrew Viner to the extent of \$1.5 million.

On 1 September the Company announced that due diligence had been successfully completed (by each of the Company and Matsa) and on 22 September the Company announced that it had entered into an underwriting agreement with each of Mr Paul Poli and Mr Andrew Viner to underwrite a proposed capital raising to a maximum of \$3 million.

On 27 October 2008 the Company announced that due to the current turmoil in the international financial markets the terms of the proposed acquisition of Matsa and the proposed capital raising had been revised.

The acquisition price for Matsa has not changed. The Company will still issue 80 million Shares and 20 million Options at an exercise price of \$0.07 per Option to acquire Matsa.

It is proposed that Mr Paul Poli and Mr Andrew Viner will join the Board and the Company's executive management team on completion. Mr Paul Poli is a Perth businessman with wide business and investment interests in Australia and SE Asia. Mr Andrew Viner is an experienced Perth based geologist and Company Director.

Matsa has interests in projects in Western Australia and South East Asia, including an established operational base in Bangkok. Exploration opportunities have been established in Thailand, Laos, Cambodia and Indonesia and a development project in Thailand is currently under negotiation.

The Company has been undertaking a strategic review of its operations over the past few months and believes that the acquisition of Matsa and subsequent capital raising will allow the Company to continue to develop its Kalgoorlie and Norseman projects and expand into new projects and regions that the Company believes will create long term shareholder value.

Due to the current sentiment in the financial markets the proposed capital raising has been amended such that Messrs Poli and Viner will underwrite one or more rights issues or other capital raisings to the extent of \$1.5 million. The terms and nature of the capital raisings will be determined by the Company in conjunction with the underwriters. The original agreement allowed for an underwriting of a capital raising (which was to take the form of a rights issue) to the extent of \$3 million. The funds raised from the proposed rights issues or other capital raisings will still allow the expanded Company the capital required to enhance the value of its existing projects and to realise the potential of new projects but on a more selective basis.

The issue price of the proposed capital raisings will be agreed upon prior to the relevant rights issue(s) or other capital raising(s) and taking into account the market conditions at that time. As the amount of the underwriting has been reduced, the underwriting fee payable to Messrs Poli and Viner has been reduced by 50% to 10 million options exercisable at \$0.07 per option before 1 July 2011. The underwriters will also be reimbursed for all reasonable costs agreed with the Company including, without limitation, the reimbursement of any sub-underwriting fees paid by the underwriter.

The acquisition of Matsa, the proposed capital raising and the sale of RASL's shareholding in the Company are subject to various shareholder approval and other regulatory requirements. The required shareholder approvals are being sought at the General Meeting.

RESOLUTION 1 – APPROVAL OF ACQUISITION OF 65 MILLION SHARES IN THE COMPANY BY MR PAUL POLI AND MR ANDREW VINER (OR THEIR NOMINEES)

Background

As announced to ASX on 15 August 2008 and referred to in an update to ASX on 27 October 2008, and subject to the required shareholder approvals:

(a) RASL has agreed to convert its existing convertible notes into 30 million Shares (in accordance with the terms of those notes), which will (when aggregated with its existing holding of 50 million Shares) give it a holding of 80 million Shares in the Company; and
(b) RASL has agreed to sell to Mr Paul Poli and Mr Andrew Viner 65 million of its Shares for an aggregate price of \$1 million.

RASL has also agreed that, subject to Shareholder approval at the General Meeting for all purposes, if RASL wishes to dispose of any of the 15 million remaining Shares (forming part of its existing holding of Shares) to be held by it following the transactions contemplated by this Notice of Meeting to a third party ("Proposed Sale"), not being Shares the subject of resolution 1, it shall first offer Messrs Poli and Viner the opportunity to acquire all or part of such Shares on the same terms as the Proposed Sale . This right of first refusal is the subject of resolution 2. Messrs Poli and Viner will have 15 Business from the date of receiving an offer pursuant to the agreement to notify RASL whether it intends to acquire all or part of the Shares offered under the Proposed Sale. If they do not so notify RASL in such time, RASL may then sell those Shares to any third party on the same terms or on terms no more favourable than the Proposed Sale.

RASL's convertible notes were issued by the Company pursuant to a convertible note deed executed in or about December 2006, and were the subject of a general meeting of Shareholders held on 6 March 2007.

It is intended that settlement of the conversion of notes, and sale of Shares, occur simultaneously at Completion.

Corporations Act Chapter 6 (item 7, section 611) approval

Pursuant to section 606(1) of the Corporations Act, a person must not (unless an exception applies) acquire a relevant interest in issued voting shares in a listed company (such as the Company) if that person's or someone else's voting power in the company would increase:

(a) from 20% or below to more than 20%; or

(b) from a starting point above 20% and below 90%.

Mr Paul Poli and Mr Andrew Viner are considered to be associates of each other, and so their interests in the Company will be aggregated for these purposes. As a result of the proposed conversion of convertible notes and acquisition of 65 million Shares from RASL by Messrs Poli and Viner, Messrs Poli and Viner's voting power in the Company will increase from 1.14% (being their current level) to 31.21% (assuming no existing options are exercised). Each of the persons or entities listed in annexure D and indicated with an asterisk is an associate of Messrs Poli and Viner and will therefore have the same voting power as Messrs Poli and Viner. It should also be noted that Messrs Poli and Viner (and their associates):

(a) will further increase their voting power in the Company as a result of the matters contemplated by resolutions 2, 3 and 4; and
(b) may further increase their voting power in the Company as a result of the underwriting by Messrs Poli and Viner of one or more rights issues or other capital raisings to be undertaken by the Company to the extent of their underwriting commitment (to the extent of any shortfall and to the extent that other Shareholders or investors do not take up any rights or offers, though it should be noted that RASL has agreed not to participate in any rights issue in respect of any share it will continue to hold) as contemplated by resolution 8.

Item 7 of section 611 of the Corporations Act provides that the prohibition in section 606(1) does not apply if shareholders have previously approved the acquisition at a general meeting of the company (provided that no votes are cast in favour of the resolution by the person proposing to make the acquisition (or their associates) or the person from whom the acquisition is to be made (or their associates)). The exception is conditional on the provision to shareholders of all information known to the person proposing to make the acquisition or their associates, or known to the Company, that was material to the decision on how to vote on the resolution.

The Company has commissioned the Independent Expert to prepare a report to assess the advantages and disadvantages (to the Shareholders not associated with the transaction) of the proposed sale of Shares from RASL to Messrs Poli and Viner. The Independent Expert has concluded that it would be misleading to assess individual transactions in isolation and accordingly its report focuses on the fairness and reasonableness of the proposed transactions the subject of this Notice of Meeting as a whole. The Independent Expert has concluded that, when assessed as a whole, in KBRL's current circumstances, the proposed transactions are fair and reasonable. A full copy of the Independent Expert Report is attached at Annexure A.

In addition, item 7 of Section 611 of the Corporations Act and ASIC Regulatory Guide 74 ("Acquisitions agreed to by shareholders") require that certain information be set out in the notice of meeting and explanatory statement to approve any acquisition for the purposes of item 7 of section 611. The required information (to the extent not already set out in the Notice of Meeting, this Explanatory Memorandum, or the Independent Expert's Report) is set out below:

1. Details of purchaser

The Shares the subject of this resolution 1 are to be acquired by Mr Paul Poli and/or Mr Andrew Viner (who are associates of each other). Each of the persons or entities listed in annexure D and indicated with an asterisk is an associate of Mr Paul Poli and Mr Andrew Viner (and will therefore have the same voting power as Mr Paul Poli and Mr Andrew Viner). Further information about Messrs Poli and Viner is set out at 3 below.

2. Entitlement to Shares

Mr Paul Poli and Mr Andrew Viner currently have a relevant interest in (as registered holders of) 2,100,000 Shares, which gives them voting power in the Company of 1.14%. As a result of the proposed conversion of convertible notes and acquisition of 65 million Shares from RASL, Messrs Poli and Viner will have a relevant interest in (and be the registered holders of) 67,100,000 Shares, giving them (and their associates) voting power in the Company of 31.21%. Shareholders should note that Messrs Poli and Viner voting power in the Company (and that of their associates) will further increase pursuant to the transactions contemplated by resolutions 2, 3 and 4 and may further increase as a result of their intended underwriting of the proposed rights issues or other capital raisings by the Company as contemplated by resolution 8. Shareholders should also note that the Share numbers referred to above are all prior to the proposed 5:1 Share consolidation which is the subject of resolution 7.

3. Identity and qualifications of intended directors

If this transaction and the other transactions referred to in the Notice of Meeting are approved and completed, it is proposed that the purchasers (Messrs Poli and Viner) each be appointed to the Board of the Company as Executive Directors. The terms of their appointment are set out in the discussion of resolution 4 below.

Mr Paul Poli is an experienced business person in Australia and SE Asia in many diverse business environments, not withstanding that he is also a Fellow of the Certified Practicing Accountants of Australia and until recently Principle of his own accounting firm. He is a significant investor in resource companies in Australia and is the founder of Matsa Resources Limited.

Mr Andrew Viner was until recently the Managing Director and a founder of Jackson Gold Ltd which was listed on the Australian Stock Exchange of Australia in 2002. His Corporate experience includes capital raising, ASX compliance, marketing and investment and divestment activities. Mr Viner is also an experienced geologist having worked in the mineral exploration and mining industries over 25 years in a wide range of commodities including gold, base metals, mineral sands and industrial minerals. Areas of activity have included Australia, Central Asia, East Asia and Argentina.

4. Intentions of Mr Paul Poli and Mr Andrew Viner

The Independent Expert has discussed Matsa's strategies for the expanded group at pages 29 to 31 of its report. To the extent not otherwise inconsistent with the Independent Expert Report and that Messrs Poli and Viner (as shareholders and Executive Directors of the Company) will be able to exert control over the operations of the Company, their current intentions in relation to the Company are:

(a) not to make any major changes to business of the Company or to redeploy any of its fixed assets;
(b) to proceed with the proposed capital raising contemplated by resolution 8 to raise additional funds;
(c) not to require any change to the employment of the present employees of the Company;
(d) not to transfer any property between the Company, Matsa, themselves or their associates;

(e) not to change significantly the financial or dividend policies of the Company.

5. Terms of the proposed acquisition

The acquisition is being made pursuant to the Agreement. The acquisition is conditional on certain resolutions being approved at the General Meeting.

RASL is currently the registered holder of 50 million shares. 48.5 million of these were formerly subject to voluntary escrow which the Company agreed to release (with effect from 1 September 2008) to facilitate the proposed sale to Messrs Poli and Viner. RASL has agreed to convert its existing convertible notes into 30 million Shares pursuant to the terms of those notes. It is proposed that RASL sell 65 million Shares to Messrs Poli and Viner for a total consideration of \$1 million. RASL considers that it is in the Company's best interests to eliminate the debt (represented by the convertible notes) from the Company's balance sheet to facilitate future funding initiatives. RASL has therefore agreed to convert its convertible notes into Shares (even though the value of the convertible notes is considerably in excess of the current market value of the Shares) and to forgo all accrued but unpaid interest payable under the convertible notes in order to facilitate the introduction of this new cornerstone investor group (being Messrs Poli and Viner and their associates).

RASL has also agreed that, subject to Shareholder approval at the General Meeting for all purposes, if RASL wishes to dispose of any of the 15 million remaining Shares (forming part of its existing holding of Shares) to be held by it following the transactions contemplated by this Notice of Meeting to a third party ("Proposed Sale"), not being Shares the subject of resolution 1,it shall first offer Messrs Poli and Viner the opportunity to acquire all or part of such Shares on the same terms as the Proposed Sale. This right of first refusal is the subject of resolution 2. Messrs Poli and Viner will have 15 Business from the date of receiving an offer pursuant to the agreement to notify RASL whether it intends to acquire all or part of the Shares offered under the Proposed Sale. If they do not so notify RASL in such time, RASL may then sell those Shares to any third party on the same terms or on terms no more favourable than the Proposed Sale.

RASL is currently acting on behalf of the Company in the recovery of an oil related investment in Metro Energy Group Inc made in August 2006. RASL will fund the legal proceedings in the US on behalf of the Company on the basis that it receives any proceeds (after reimbursing the Company its past legal costs on a pro-rata basis).

Completion of the sale by RASL to Messrs Poli and Viner will occur at Completion (being 11.00am on the Business Day following the General Meeting, or such other time, date and place as the parties all agree).

6. Interests of the Directors in the resolution

Mr Stanley Lewis and Mr Richard Alter (Directors of the Company) are shareholders and Directors of RASL and therefore have an interest in the outcome of this resolution. None of the other directors has an interest in the outcome of this resolution.

7. Directors' approvals

Except as noted below, all Directors approved:

(a) the entry into the Agreement by the Company;
(b) the proposal to put resolution 1 (and all other resolutions referred to in the Notice of Meeting) to Shareholders at the General Meeting;
(c) the commissioning of the Independent Expert to prepare the Independent Expert's Report; and
(d) the contents of the Notice of Meeting and this Explanatory Memorandum.

Mr Stanley Lewis and Mr Richard Alter are directors and shareholders of RASL, and therefore abstained from voting in respect of the subject matter of resolutions 1, 2 and 5.

8. Directors' recommendation

The Directors (other than Mr Stanley Lewis and Mr Richard Alter who abstained from making any recommendation in respect of resolutions 1, 2 and 5 given the interest noted above) recommend that Shareholders approve this resolution 1 (and resolutions 1 to 8 set out in the Notice of Meeting) as they consider that the combined effect of the various transactions contemplated by these resolutions (and referred to in the Company's ASX announcements of 15 August and 27 October 2008) are in the best interests of the Company, and will allow it to:

(a) continue to develop its Kalgoorlie and Norseman projects (by removing debt and injecting capital funds); and
(b) expand into new projects and regions the Company believes will create long term Shareholder value (by way of the acquisition of Matsa and the injection of capital funds from a new cornerstone investor group).

The Directors have also had regard to the Independent Expert's opinion (as set out in the annexed Independent Expert's Report) that, when assessed as a whole, in KBRL's current circumstances, the proposed transactions the subject of this Notice of Meeting are fair and reasonable.

This resolution 1 is conditional upon the passing of the Required Resolutions. If any of those resolutions are not passed, then the transactions contemplated by them (including the acquisition of Shares from RASL by Messrs Poli and Viner) will not proceed.

As at the date of the Notice of Meeting, except as set out in the Notice of Meeting and this Explanatory Memorandum (including the Independent Expert's Report) there is no information known to Messrs Poli and Viner (or their associates) or the Company, that is material to the decision on how to vote on this resolution other than to note that, as Messrs Poli and Viner and interests associated with them will (following the transactions contemplated by resolutions 1 to 4 and potentially 8) hold a substantial interest in the Company, this could, potentially, have the effect of deterring the making of a takeover bid for the Company.

RESOLUTION 2 – APPROVAL OF ACQUISITION OF RELEVANT INTEREST IN REMAINING 15 MILLION SHARES IN THE COMPANY HELD BY RASL BY MR PAUL POLI AND MR ANDREW VINER

Background

RASL has agreed that, subject to Shareholder approval at the General Meeting for all purposes, if RASL wishes to dispose of any of the 15 million remaining Shares (forming part of its existing holding of Shares) to be held by it following the transactions contemplated by this Notice of Meeting to a third party ("Proposed Sale"), it shall first offer Mr Paul Poli and Mr Andrew Viner the opportunity to acquire all or part of such Shares on the same terms as the Proposed Sale. Shareholder approval is sought to this agreement and to the relevant interest it confers on Mr Paul Poli and Mr Andrew Viner under item 7 of section 611 of the Corporations Act.

Corporations Act Chapter 6 (item 7, section 611) approval

As discussed above, section 606(1) of the Corporations Act prevents a person from acquiring a relevant interest in more than 20% of the shares of a listed company (or increasing their interest where they already hold 20% but less than 90%) unless an exception is available. One such exception is where shareholders have given their prior approval under item 7 of section 611 of the Corporations Act. Shareholder approval is sought under this resolution because (when aggregated with relevant interests held as a result of the Share purchase referred to in resolution 1) Messrs Poli and Viner (together with their associates) would hold a relevant interest in 82,100,000 Shares and their voting power in the Company would increase from 1.14% to 38.18%. Shareholders should note that the voting power of Messrs Poli and Viner (and that of their associates) may be further increased by the transactions the subject of resolution 3 and 4 and as a result of their intended underwriting of the proposed rights issues or other capital raisings by the Company as contemplated by resolution 8.

The exception in item 7 of section 611 is conditional on the provision to shareholders of all information known to the person proposing to make the acquisition or their associates, or known to the Company, that was material to the decision on how to vote on the resolution.

The Company has commissioned the Independent Expert to prepare a report to assess the advantages and disadvantages (to the Shareholders not associated with the transaction) of the proposed sale of Shares from RASL to Messrs Poli and Viner). The Independent Expert has concluded that it would be misleading to assess individual transactions in isolation and accordingly its report focuses on the fairness and reasonableness of the proposed transactions the subject of this Notice of Meeting as a whole. The Independent Expert has concluded that, when assessed as a whole, in KBRL's current circumstances, the proposed transactions are fair and reasonable. A full copy of the Independent Expert's Report is attached at Annexure A.

In addition, item 7 of Section 611 of the Corporations Act and ASIC Regulatory Guide 74 ("Acquisitions agreed to by shareholders") require that certain information be set out in the notice of meeting and explanatory statement to approve any acquisition for the purposes of item 7 of section 611. Some of this information has already been addressed in relation to the discussion of resolution 1 above. However, the required information (to the extent not already set out in the Notice of Meeting, this Explanatory Memorandum, or the Independent Expert Report) is set out below:

1. Details of purchaser

Mr Paul Poli and Mr Andrew Viner (who are associates of each other) will have power to control the exercise of a power to dispose of the Shares the subject of this resolution 2 and accordingly will be considered to hold a relevant interest in these Shares. Each of the persons or entities listed in annexure D and indicated with an asterisk is an associate of Messrs Poli and Viner (and will therefore have the same voting power as Messrs Poli and Viner). Further information about Messrs Poli and Viner is set out in respect of resolution 1 above.

2. Entitlement to Shares

Messrs Poli and Viner currently have a relevant interest in (as registered holders of) 2,100,000 Shares, which gives them voting power in the Company of 1.14%. As a result of the proposed conversion of convertible notes and acquisition of 65 million Shares from RASL, Messrs Poli and Viner will have a relevant interest in (and be the registered holders of) 67,100,000 Shares, giving them voting power in the Company of 31.21%. When aggregated with relevant interests held as a result of the agreement referred to in this resolution 2) Messrs Poli and Viner (together with their associates) would hold a relevant interest in 82,100,000 Shares, giving them voting power in the Company of 38.18%. Shareholders should note that Messrs Poli and Viner voting power in the Company (and that of their associates') will further increase pursuant to the transactions contemplated by resolutions 3 and 4 and may further increase as a result of their intended underwriting of the proposed rights issues or other capital raisings by the Company as contemplated by resolution 8. Shareholders should also note that the Share numbers referred to above are all prior to the proposed 5:1 Share consolidation which is the subject of resolution 7.

3. Identity and qualifications of intended directors

Further information about Messrs Poli and Viner is set out in respect of resolution 1 above.

4. Intentions of Mr Poli and Mr Viner

The current intentions of Messrs Poli and Viner in relation to the Company (to the extent that they (as shareholders and Executive Directors of the Company) will be able to exert control over the operations of the Company) are discussed above (see the discussion in respect of resolution 1).

5. Terms of the proposed acquisition

The acquisition is being made pursuant to the Agreement. The acquisition is conditional on certain being approved at the General Meeting. The terms of the proposed acquisition are summarised in paragraph 5 in the discussion in respect of resolution 1.

6. Interests of the Directors in the resolution

7. Directors' approvals

Except as noted below, all Directors approved:

(a) the entry into the Agreement by the Company;
(b) the proposal to put resolution 2 (and all other resolutions referred to in the Notice of Meeting) to Shareholders at the General Meeting;
(c) the commissioning of the Independent Expert to prepare the Independent Expert's Report; and
(d) the contents of the Notice of Meeting and this Explanatory Memorandum.

Mr Stanley Lewis and Mr Richard Alter are directors and shareholders of RASL, and therefore abstained from voting in respect of the subject matter of resolutions 1, 2 and 5.

8. Directors' recommendation

The Directors (other than Mr Stanley Lewis and Mr Richard Alter who abstained from making any recommendation in respect of resolutions 1, 2 and 5 given the interest noted above) recommend that Shareholders approve this resolution 2 (and resolutions 1 to 8 set out in the Notice of Meeting) as they consider that the combined effect of the various transactions contemplated by these resolutions (and referred to in the Company's ASX announcements of 15 August and 27 October 2008) are in the best interests of the Company, and will allow it to:

(a) continue to develop its Kalgoorlie and Norseman projects (by removing debt and injecting capital funds); and
(b) expand into new projects and regions the Company believes will create long term Shareholder value (by way of the acquisition of Matsa and the injection of capital funds from a new cornerstone investor group).

This resolution 2 is conditional upon the passing of the Required Resolutions. If any of those resolutions are not passed, then the transactions contemplated by them (including the acquisition of Shares from RASL by Messrs Poli and Viner) will not proceed.

RESOLUTION 3 – APPROVAL OF ACQUISITION OF SHARES IN MATSA RESOURCES LIMITED

Background

As announced to ASX on 15 August 2008 and 27 October 2008, and subject to the required Shareholder approvals, it is proposed that the Company acquire all issued shares in Matsa Resources Limited from its current shareholders. Those shareholders include Messrs Poli and Viner (and their associates) (who in aggregate own 61.76% of Matsa).

Matsa is an Australian based unlisted public company with interests in projects in Western Australia and South East Asia (including an established operational base in Bangkok). Matsa has established exploration opportunities in Thailand, Laos, Cambodia and Indonesia and a development project in Thailand is currently under negotiation. Further information about Matsa and its operations and interests are set out in the Independent Expert's Report at pages 14 to 19.

The consideration for the acquisition of Matsa will be the issue of (an aggregate number of) 80 million Shares, and 20 million Tranche A Options. Those Shares and Options will be issued to the Matsa shareholders in proportion to their shareholding of Matsa as at Completion. These numbers of Shares and Options are all expressed on a pre-consolidation basis (so are intended to change (on a 5:1 basis) in accordance with the Share consolidation the subject of resolution 7). In accordance with the requirements of the Listing Rules these Shares and Options that are being issued as consideration for the acquisition of Matsa will (to the extent that they are received by Messrs Poli and Viner or their associates) be subject to escrow restrictions for a period of 12 months.

The acquisition by the Company of Matsa, and the issue of the consideration Shares and Options to the Matsa shareholders, is all intended to occur simultaneously at Completion.

Following Completion, it is proposed that Messrs Poli and Viner each be appointed as Executive Directors of the Company (on the terms discussed in respect of resolution 4 below) and that Messrs Lewis, Alter and Matthews retire from the Board.

Corporations Act Chapter 6 (item 7, section 611) approval

As discussed above, section 606(1) of the Corporations Act prevents a person from acquiring a relevant interest in more than 20% of the shares of a listed company (or increasing their interest where they already hold 20% or more) unless an exception is available. One such exception is where shareholders have given their prior approval under item 7 of section 611 of the Corporations Act. Shareholder approval is sought under this resolution (to both the acquisition of consideration Shares at Completion, and to the later acquisition of Shares upon exercise of consideration Options) because (when aggregated with relevant interests held after the matters referred to in resolutions 1 and 2) Messrs Poli and Viner (together with their associates) would hold 131,508,000 Shares and 12,352,000 Options and their voting power in the Company would increase from 38.18% to a maximum potential level of 46.81% (this assumes that all Options held by Messrs Poli and Viner (and their associates) are exercised, but that no other Options on issue are exercised). Shareholders should note that the maximum potential voting power of Messrs Poli and Viner (and that of their associates) may further increase as a result of the transaction the subject of resolution 4 and by their intended underwriting of the proposed rights issues or other capital raisings by the Company as contemplated by resolution 8.

The Company has commissioned the Independent Expert to prepare a report to consider whether the acquisition of Matsa (on the terms proposed) is fair and reasonable. The Independent Expert has concluded that it would be misleading to assess individual transactions in isolation and accordingly its report focuses on the fairness and reasonableness of the proposed transactions the subject of this Notice of Meeting as a whole. The Independent Expert has concluded that, when assessed as a whole, in KBRL's current circumstances, the proposed transactions are fair and reasonable. A full copy of the Independent Expert's Report is attached at Annexure A. That report also contains a valuation of Matsa and of the Shares and Options to be issued to the Matsa shareholders in consideration for it.

In addition, item 7 of Section 611 of the Corporations Act and ASIC Regulatory Guide 74 ("Acquisitions agreed to by shareholders") require that certain information be set out in the notice of meeting and explanatory statement to approve any acquisition for the purposes of item 7 of section 611. Some of this information has already been addressed in relation to the discussion of resolution 1 above. However, the required information (to the extent not already set out in the Notice of Meeting, this Explanatory Memorandum, or the Independent Expert Report) is set out below:

1. Details of allottees

The Shares and Tranche A Options that are to be issued by the Company (as consideration for the acquisition of Matsa) will be issued to the Matsa shareholders (including Mr Paul Poli and Mr Andrew Viner), in proportion to their holdings of Matsa shares as at Completion. The identities of Matsa's shareholders are set out in Annexure D to this Notice of Meeting. Each of the persons or entities listed in annexure D and indicated with an asterisk is an associate of Messrs Poli and Viner (and will therefore have the same voting power as Messrs Poli and Viner).

2. Entitlement to Shares and Options

Messrs Poli and Viner will, following the proposed acquisition which is the subject of resolutions 1 and 2, have a relevant interest in Shares, which would give them voting power in the Company of 38.18%. Following the further issue in consideration for the acquisition of Matsa, Messrs Poli and Viner (together with their associates) would hold 131,508,000 Shares and 12,352,000 Options, giving them maximum potential voting power in the Company of 46.81% (assuming that they exercise all Options held by them, but that no other issued Options are exercised). Shareholders should note that Messrs Poli and Viner voting power in the Company (and that of their associates) may further increase as a result of both the transaction contemplated by resolution 4 and their intended underwriting of the proposed rights issues or other capital raisings by the Company as contemplated by resolution 8. Shareholders should also note that the Share and Option numbers referred to above are all prior to the proposed 5:1 Share consolidation which is the subject of resolution 7.

3. Identify and qualifications of intended directors

As noted above, if this transaction and the other transactions referred to in the Notice of Meeting are approved and complete, it is proposed that the purchasers (Messrs Poli and Viner) each be appointed to the Board of the Company as Executive Directors. The terms of their appointment are set out in the discussion of resolution 4 below.

Further information about Messrs Poli and Viner is set out in respect of resolution 1 above.

4. Intentions of Mr Poli and Mr Viner

5. Terms of the proposed issue

The issue of Shares and Options is being made pursuant to the Agreement. A further share sale agreement will also be entered into between the Company and each of the Matsa shareholders (which will contain terms, conditions and warranties that are standard for this type of sale). The issue of Shares and Options (and acquisition of Matsa) is conditional on certain resolutions being approved at the General Meeting.

Details of Matsa, and of the consideration to be issued in connection with its acquisition, are discussed above.

Completion of the acquisition of Matsa, and the issue of the Share and Option consideration will occur simultaneously at Completion (being 11.00am on the Business Day following the General Meeting, or such other time, date and place as the parties all agree).

6. Interests of the Directors in the resolution

None of the Directors is considered to have any interest in the outcome of this resolution (other than to the extent that it is conditional upon, inter alia, resolution 1, 2 and 5, and that both Mr Stanley Lewis and Mr Richard Alter have an interest in those resolutions as Directors and shareholders of RASL).

7. Directors' approvals

Except as noted below, all Directors approved:

(a) the entry into the Agreement by the Company;
(b) the proposal to put resolution 3 (and all other resolutions referred to in the Notice of Meeting) to Shareholders at the General Meeting;
(c) the commissioning of the Independent Expert to prepare the Independent Expert's Report; and
(d) the contents of the Notice of Meeting and this Explanatory Memorandum.

Mr Stanley Lewis and Mr Richard Alter are directors and shareholders of RASL, and therefore abstained from voting in respect of the subject matter of resolutions 1, 2 and 5.

8. Directors' recommendation

The Directors all recommend that Shareholders approve this resolution 3 (and (other than Mr Stanley Lewis and Mr Richard Alter who abstained in respect of resolutions 1, 2 and 5) resolutions 1 to 8 set out in the Notice of Meeting) as they consider that the combined effect of the various transactions contemplated by the Notice of Meeting (and referred to in the Company's ASX announcements of 15 August and 27 October 2008) are in the best interests of the Company, and will allow it to:

(a) continue to develop its Kalgoorlie and Norseman projects (by removing debt and injecting capital funds); and
(b) expand into new projects and regions the Company believes will create long term Shareholder value (by way of the acquisition of Matsa and the injection of capital funds from a new cornerstone investor group).

This resolution 3 is conditional upon the passing of the Required Resolutions. If any of those resolutions are not passed, then the transactions contemplated by them (including the acquisition of Matsa and associated Share and Option issue will not proceed).

As at the date of the Notice of Meeting, except as set out in the Notice of Meeting and the Explanatory Memorandum (including the Independent Expert's Report) there is not information known to Messrs Poli and Viner (or their associates) or the Company, that is material to the decision on how to vote on resolution 3 other than to note that, as Messrs Poli and Viner and interests associated with them will (following the transactions contemplated by resolutions 1 to 4 and potentially 8) hold a substantial interest in the Company, this could, potentially, have the effect of deterring the making of a takeover bid for the Company.

Corporations Act Chapter 2E approval

Given the intention to appoint Messrs Poli and Viner to the Board at Completion (if the Required Resolutions are approved) Messrs Poli and Viner are, by virtue of section 228(6) of the Corporations Act, considered to be "related parties" of the Company. Section 208A of the Corporations Act provides that for a public company to give a financial benefit to a related party of the public company, that company must obtain the approval of its members (unless the giving of the benefit falls within an exception in Chapter 2E). While the acquisition of Matsa by the Company has been negotiated at arms length (which is an exception to the need to seek shareholder approval), given that Shareholders were being asked to vote on this matter in any event (including for the purposes of item 7 of section 611 of the Corporations Act) the Directors thought it prudent to also seek a Chapter 2E approval.

In accordance with section 219 of the Corporations Act, the Company provides the following information:

The related parties in relation to whom approval is sought are Messrs Poli and Viner (who, it is proposed, will be appointed as Executive Directors of the Company);
The nature of the financial benefits are the issues of Shares and Tranche A Options to Messrs Poli and Viner at Completion referred to above, together with any financial benefits which would arise by virtue of Messrs Poli and Viner being appointed as Executive Directors of the Company. The terms of their appointment are set out in the discussion of resolution 4 below;
If all resolutions set out in the Notice of Meeting are approved, Messrs Poli and Viner (together with their associates) would hold relevant interests in 131,508,000 Shares, 18,352,000 Tranche A Options and 30,000,000 Tranche B Options (out of a total of 295,030,277 Shares, 29,000,000 Tranche A Options, 45,000,000 Tranche B Options and 10,350,000 existing Options that will be on issue following Completion. To the extent that these represent newly issued Shares and Options, this will necessarily dilute the interests of other Shareholders (when compared with the existing number of 185,030,277 Shares on issue. Assuming that Messrs Poli and Viner (and their associates) exercise all Options held by them, and that no other issued Options are exercised, the aggregate dilutionary effect on existing shareholders will be 52.84%.¹ The market price for Shares during the term of these Options would normally determine whether or not they are exercised. If at the time of exercise of any of these Options, the Company's Shares are trading at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.
The highest and lowest prices of the Company's Shares on ASX over the last 12 months prior to the date of this Notice are \$0.25 on 27 November 2007 and \$0.02 on 24 October 2008 respectively. The most recent trading price of the Company's Shares on ASX prior to the date of this Notice is \$0.02.
The recommendations of the Directors in relation to this resolution are set out above;
The interests of the Directors in the outcome of this resolution are referred to above;
The Independent Expert has (at pages 31 to 34 of the Independent Expert's report) valued both Matsa and the Shares and Options that are to be issued to Matsa's shareholders as consideration for its acquisition. The Independent Expert has also valued the benefit provided by RASL to the Company as a result of the transactions contemplated by this Notice of Meeting. That report also sets out the basis for the valuation and the principal assumptions behind it. The Independent Expert notes (at page 31) that, in its opinion, from the perspective of the Company's Shareholders, the consideration for the acquisition of Matsa should be assessed as including the additional Options to be issued to Messrs Poli and Viner the subject of resolution 4.
The Company has also commissioned the Independent Expert (as part of its report) to give an opinion on the (economic and commercial) true potential costs and detriments of giving the financial benefits (that is, issuing the Shares and Tranche A Options to Messrs Poli and Viner). In this respect, the report refers, for example, at pages 32 to 33 to the value of potential benefit to be provided to RASL in respect of funds recovered from Metro Energy Inc.
Other than the information set out in the Notice of Meeting, this Explanatory Memorandum, and the Independent Expert's Report, the Company and its Directors are not aware of any other information that is reasonably required by members in order to decide whether or not it is in the Company's interests to approve this resolution.

¹ Please note that this excludes the dilutionary effect of the issue of 30,000,000 Shares on conversion of convertible notes held by RASL (which would be convertible by RASL in any event). If these are included, the aggregate dilutionary effect on existing shareholders will 69.05%.

As required by section 220 of the Corporations Act, this Notice of Meeting and this Explanatory Memorandum (including the Independent Expert's Report) were lodged with ASIC 14 days before notice of the General Meeting was given to Shareholders.

ASX Listing Rule 10.11 approval

As noted above, given the intention to appoint Messrs Poli and Viner to the Board at Completion (if the Required Resolutions are approved) Messrs Poli and Viner are, by virtue of section 228(6) of the Corporations Act, considered to be "related parties" of the Company. The fact that Messrs Poli and Viner are related parties means that several approvals are required under the Listing Rules.

Listing Rule 10.11 provides that, without shareholder approval, a company may not issue equity securities (which includes Shares and Options) to a related party. Approval is therefore sought to issue Messrs Poli and Viner (and their associates) with 49,408,000 Shares and 12,352, 000 Tranche A Options in return for the sale of their Matsa shares to the Company on the terms outlined above. It is intended that these Shares and Options be issued at Completion, on the Business Day following the General Meeting, but they will in any event be issued within one month of the General Meeting. The Shares will rank equally with the Shares currently on issue. Shareholders should note that approval under Listing Rule 10.11 is an exception to Listing Rule 7.1 (so that any Shares or Options so issued to Messrs Poli and Viner (and their associates) will not count toward determination of the Company's 15% capacity under Listing Rule 7.1). No funds will be raised by the Company on the issue of the Shares or Options. Any funds raised on the exercise of the Options will be used for working capital purposes.

ASX Listing Rule 10.1 approval

Listing Rule 10.1 provides that a company may not acquire a substantial asset from a related party (or their associate) without shareholder approval. In accordance with Listing Rule 10.2, an asset will be considered substantial if it represents 5% or more of the company's "equity interests" as set out in its latest accounts given to ASX. This 5% calculation results in a figure of \$556,950. As the value of issued shares in Matsa acquired from Messrs Poli and Viner (and their associates) (based on the preferred and high values determined by the Independent Expert) exceeds this figure, Listing Rule 10.1 approval is required. In accordance with Listing Rule 10.10, the Company has commissioned the Independent Expert to consider whether the proposed acquisition of Matsa is fair and reasonable to those Shareholders who are able to vote on resolution 3. The Independent Expert has concluded that, when assessed as a whole, in KBRL's current circumstances, the proposed transactions the subject of this Notice of Meeting (including the proposed acquisition of Matsa) are fair and reasonable. A full copy of the Independent Expert's Report is attached at Annexure A.

ASX Listing Rule 7.1 approval

Approval is sought under Listing Rule 7.1 to the issue by the Company of Shares and Tranche A Options. Listing Rule 7.1 provides that a company may not (without shareholder approval) issue equity securities (including Shares and Options) representing more than 15% of its issued capital within any 12 month period. Whilst any Shares or Options issued to Messrs Poli and Viner (and their associates) will (by virtue of the approval under Listing Rule 10.11 for the issue to those persons) be excluded for this purpose, any Shares or Options issued to other Matsa shareholders not associated with Poli and Viner will not. Accordingly, Shareholder approval is sought under Listing Rule 7.1 for the issue of 30,592,000 Shares and 7,648,000 Tranche A Options to the other Matsa shareholders not associated with Poli and Viner (being each of the persons or entities listed in annexure D and not indicated with an asterisk) in return for the acquisition of their Matsa shares. These Shares and Options are intended to be issued at Completion, on the Business Day following the General Meeting, but they will in any event be issued within one month of the date of the General Meeting.

ASX Listing Rule 11.1 approval

Listing Rule 11.1 provides that if an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, ASX may require the entity to get the approval of holders of ordinary securities. ASX has indicated that it believes that Shareholder approval for the acquisition of Matsa should be obtained for the purposes of Listing Rule 11.1, but has not required anything further.

RESOLUTION 4 – ISSUE OF OPTIONS TO MR POLI AND MR VINER

Background

As announced on 15 August and 27 October 2008, and subject to the required Shareholder approvals, it is proposed that at Completion, Messrs Poli and Viner each be appointed as Executive Directors of the Company and be issued with certain Options.

The terms of their proposed appointment as Executive Directors are as follows:

Both will be appointed for an initial term of 3 years;
Both will be entitled to annual remuneration of \$200,000 (exclusive of superannuation);
Both will be required to work full time for the Company; and
Otherwise the terms are expected to be in accordance with standard Executive Service Agreements to be entered into upon (or as soon as practicable following) their appointment.

It is proposed that, in connection with their appointment as Executive Directors, Mr Poli be issued with 4 million Tranche A Options and 20 million Tranche B Options, and that Mr Viner be issued with 2 million Tranche A Options and 10 million Tranche B Options.

Corporations Act Chapter 6 (item 7, section 611) approval

As described above, section 606(1) of the Corporations Act prevents a person from acquiring a relevant interest in more than 20% of the shares of a listed company (or acquiring any further relevant interest when they already hold 20% or more) unless an exception is available. One such exception is where shareholders have given their prior approval under item 7 of section 611 of the Corporations Act. Shareholder approval is sought under this resolution (to the acquisition of Shares by Messrs Poli and Viner upon exercise of the Tranche A and Tranche B Options referred to above) because (when aggregated with relevant interests held after the matters referred to in resolutions 1, 2 and 3 above) Messrs Poli and Viner (together with their associates) would, in aggregate, hold a relevant interest in 131,508,000 Shares and 48,352,000 Options, and would have maximum potential voting power in the Company of 52.38% (assuming that they exercise all Options held by them, but that no other issued Options are exercised). Shareholders should note that the maximum potential voting power of Messrs Poli and Viner (and that of their associates) may further increase as a result of their intended underwriting of the proposed rights issues or other capital raisings as contemplated by resolution 8. Shareholders should also note that the Share and Option numbers referred to above are all prior to the proposed 5:1 Share consolidation which is the subject of resolution 7.

The Company has commissioned the Independent Expert to prepare a report to consider whether the issue of the Options (referred to above) to Messrs Poli and Viner is fair and reasonable. The Company also asked BDO to conduct a valuation of the Options (see below). The Independent Expert has concluded that it would be misleading to assess individual transactions in isolation and accordingly its report focuses on the fairness and reasonableness of the proposed transactions the subject of this Notice of Meeting as a whole. The Independent Expert has concluded that, when assessed as a whole, in KBRL's current circumstances, the proposed transactions are fair and reasonable. A full copy of the Independent Expert's Report is attached at Annexure A.

In addition, item 7 of Section 611 of the Corporations Act and ASIC Regulatory Guide 74 ("Acquisitions agreed to by shareholders") require that certain information be set out in the notice of meeting and explanatory statement to approve any acquisition (including upon exercise of Options) for the purposes of item 7 of section 611. Some of the relevant information has already been addressed above. However, the required information (to the extent not already set out in the Notice of Meeting, this Explanatory Memorandum, or the Independent Expert Report) is set out below:

9. Details of allottees

The Options are to be issued by the Company to Mr Paul Poli and Mr Andrew Viner in consideration for their appointment as Executive Directors of the Company. Messrs Poli and Viner are considered to be associates of each other. Each of the persons or entities listed in annexure D and indicated with an asterisk is an associate of Messrs Poli and Viner (and will therefore have the same voting power as Messrs Poli and Viner in respect of any resultant Shares).

10. Entitlement to Options

Messrs Poli and Viner (together with their associates) will, following the transactions which are the subject of resolutions 1, 2 and 3 above, have a relevant interest in 131,508,000 Shares and 12,352,000 Options, which would give them maximum potential voting power in the Company of 46.81% (assuming that they exercise all Options held by them, but that no other issued Options are exercised). Following the further issue of Options under resolution 4, Messrs Poli and Viner (together with their associates) will have a relevant interest in 131,508,000 Shares and 48,352,000 Options, giving them maximum potential voting power in the Company of 52.38% (again, assuming that they exercise all Options held by them but that no other issued Options are exercised). Shareholders should note that Messrs Poli and Viner's voting power in the Company (and that of their associates) may further increase pursuant to the their intended underwriting of the proposed rights issues or other capital raisings by the Company as contemplated by resolution 8. Shareholders should also note that the Share and Option numbers referred to above are all prior to the proposed 5:1 Share consolidation which is the subject of resolution 7.

11. Identify and qualifications of intended directors

As noted above, if this transaction and the other transactions referred to in the Notice of Meeting are approved and completed, it is proposed that Messrs Poli and Viner each be appointed to the Board of the Company as Executive Directors.

Further information about Messrs Poli and Viner is set out in respect of resolution 1 above.

12. Intentions of Mr Poli and Mr Viner

13. Terms of the proposed issue

The Options are proposed to be issued in accordance with the terms of the Agreement and in return for the appointment of Messrs Poli and Viner as Executive Directors of the Company. The proposed issue of Options is conditional on the Required Resolutions being approved at the General Meeting. The terms of the Tranche A Options are set out in Annexure B, and the terms of the Tranche B Options are set out in Annexure C.

It is proposed that these Options all be issued at Completion (being 11.00am on the Business Day following the General Meeting, or such other time, date and place as the parties all agree).

14. Interests of the Directors in the resolution

None of the directors is considered to have any interest in the outcome of this resolution (other than to the extent that it is conditional upon, inter alia, resolutions 1, 2 and 5, and that both Mr Stanley Lewis and Mr Richard Alter have an interest in those resolution as Directors and shareholders of RASL).

15. Directors' approvals

Except as noted below, all Directors approved:

(a) the entry into the Agreement by the Company;
(b) the proposal to put resolution 4 (and all other resolutions referred to in the Notice of Meeting) to Shareholders at the General Meeting;
(c) the commissioning of the Independent Expert to prepare the Independent Expert's Report; and
(d) the contents of the Notice of Meeting and this Explanatory Memorandum.

Stanley Lewis and Richard Alter are directors and shareholders of RASL, and therefore abstained from voting in respect of the subject matter of resolutions 1, 2 and 5.

16. Directors' recommendation

The Directors all recommend that Shareholders approve this resolution 4 (and (other than Mr Stanley Lewis and Mr Richard Alter who abstained in respect of resolutions 1, 2 and 5) resolutions 1 to 8 set out in the Notice of Meeting) as they consider that the combined effect of the various transactions contemplated by the Notice of Meeting (and referred to in the Company's ASX announcements of 15 August and 27 October 2008) are in the best interests of the Company, and will allow it to:

(a) continue to develop its Kalgoorlie and Norseman projects (by removing debt and injecting capital funds); and
(b) expand into new projects and regions the Company believes will create long term Shareholder value (by way of the acquisition of Matsa and the injection of capital funds from a new cornerstone investor group).

This resolution 4 is conditional upon the passing of the Required Resolutions. If any of those resolutions are not passed, then the transactions contemplated by them (including the appointment of Messrs Poli and Viner as Executive Directors, and the issue to them of Options) will not proceed.

As at the date of the Notice of Meeting, except as set out in the Notice of Meeting and this Explanatory Memorandum (including the Independent Expert's Report) there is no information known to Messrs Poli and Viner (or their associates) or the Company, that is material to the decision on how to vote on resolution 4 other than to note that, as Messrs Poli and Viner and interests associated with them will (following the transactions contemplated by resolutions 1 to 4 and potentially 8) hold a substantial interest in the Company, this could, potentially, have the effect of deterring the making of a takeover bid for the Company.

Corporations Act Chapter 2E approval

As explained above, Messrs Poli and Viner are considered to be "related parties" of the Company. Section 208A of the Corporations Act provides that for a public company to give a financial benefit to a related party of the public company that company must obtain the approval of its members (unless the giving of the benefit falls within an exception in Chapter 2E). Such approval of the issue of Options to Messrs Poli and Viner is sought by way of resolution 4. In accordance with section 219 of the Corporations Act, the Company provides the following information:

The related parties are Messrs Poli and Viner (who, it is proposed, will be appointed as Executive Directors of the Company).
The nature of the financial benefits are the Tranche A and Tranche B Options referred to above. It is proposed that these Options be issued so as to provide a market linked incentive package in their capacities as Executive Directors and in respect of future performance by each of them in their roles. The Board considered the overall transaction (contemplated by this Notice of Meeting – and in particular resolutions 1 to 8), the current market price of Shares and current market practice when determining the number and exercise prices of these Options. In addition, the Board considered that this award of Options would strike an appropriate balance with the other remuneration that will be provided to Messrs Poli and Viner (see above) while maintaining the Company's cash reserves.
If all resolutions set out in the Notice of Meeting are approved, Messrs Poli and Viner (together with their associates) would hold relevant interests in 131,508,000 Shares, 18,352,000 Tranche A Options and 30,000,000 Tranche B Options (out of a total of 295,030,277 Shares, 29,000,000 Tranche A Options, 45,000,000 Tranche B Options and 10,350,000 existing Options that will be on issue following Completion). To the extent that these represent newly issued Shares and Options, this will necessarily dilute the interests of other Shareholders (when compared with the existing number of 185,030,277 Shares on issue. Assuming that Messrs Poli and Viner (and their associates) exercise all Options held by them, and that no other issued Options are exercised, the aggregate dilutionary effect on existing shareholders will be 52.84%.² The market price for Shares during the term of these Options would normally determine whether or not they are exercised. If at the time of exercise of any of these Options, the Company's Shares are trading at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.
The highest and lowest prices of the Company's Shares on ASX over the last 12 months prior to the date of this Notice are \$0.25 on 27 November 2007 and \$0.02 on 24 October 2008 respectively. The most recent trading price of the Company's Shares on ASX prior to the date of this Notice is \$0.02.
The recommendations of the Directors in relation to this resolution are set out above.

² Please note that this excludes the dilutionary effect of the issue of 30,000,000 Shares on conversion of convertible notes held by RASL (which would be convertible by RASL in any event). If these are included, the aggregate dilutionary effect on existing shareholders will 69.05%.

The interests of the Directors in the outcome of this resolution are referred to above.
The Company had BDO Kendalls Corporate Finance (WA) Pty Ltd (BDO) conduct a valuation of the Options that may be issued pursuant to resolutions 3 to 5 of this Notice of Meeting. That valuation was conducted using the binomial option pricing model. The valuation and assumptions used are set out below:

Item	Tranche A	Tranche B
Underlying security spot price	\$0.026 (being the closing price as at 16 October 2008)	\$0.026 (being the closing price as at 16 October 2008)
Exercise price	\$0.07	\$0.10
Standard deviation of returns (annualised)	90.00%	90.00%
Risk free rate of interest	4.43% (being the Australian Government 2-year bond rate as at 16 October 2008)	4.43% (being the Australian Government 2-year bond rate as at 16 October 2008)
Valuation (grant) date	28 November 2008	28 November 2008
Expiration date	1 July 2011	1 July 2012
Expiration period (years)	2.589 years	3.592 years

Number of Options	29,000,000	45,000,000
Valuation per Option	\$0.0085	\$0.0094
Valuation per Tranche	\$246,500	\$423,000

Shareholders should note that the number of Options that may be issued to Messrs Poli and Viner pursuant to this resolution 4 is less than the valuation per tranche. This is because each tranche includes Options that may be issued to other non-associated Matsa shareholders pursuant to resolution 3 or to RASL pursuant to resolution 5. Based on the above assumptions, the following valuation may be attributed to the Options that may be issued pursuant to this resolution 4:

	Tranche A	Tranche B
Poli	\$34,000	\$188,000
Viner	\$17,000	\$94,000

The Board does not consider that there are any significant opportunity costs or benefits foregone by the Company issuing these Options on the terms proposed.
Other than the information set out in the Notice of Meeting, this Explanatory Memorandum, and the Independent Expert's Report, the Company and its Directors are not aware of any other information that is reasonably required by members in order to decide whether or not it is in the Company's interests to approve this resolution 4.

As required by section 220 of the Corporations Act, the Notice of Meeting and this Explanatory Memorandum (including the Independent Expert's Report) were lodged with ASIC 14 days before notice of the General Meeting was given to Shareholders.

ASX Listing Rule 10.11 approval

As stated above, Listing Rule 10.11 provides that, without shareholder approval, a company may not issue equity securities (which includes Options) to a related party. Approval is therefore sought under that Listing Rule to issue 6 million Tranche A Options and 30 million Tranche B Options (in aggregate) to Messrs Poli and Viner in connection with their appointment as Executive Directors, on the terms outlined above. It is intended that these Options be issued at Completion, on the Business Day following the General Meeting, but they will in any event be issued within one month of the General Meeting. Shareholders should note that approval under Listing Rule 10.11 is an exception to Listing Rule 7.1 (so that any Options so issued to Messrs Poli and Viner will not count toward determination of the Company's 15% capacity under Listing Rule 7.1). No funds will be raised by the Company on the grant of the Options. Any funds raised on their exercise will be used by the Company for working capital purposes.

RESOLUTION 5 – ISSUE OF OPTIONS TO RASL

Background

RASL is currently the registered holder of 50 million Shares in the capital of KBRL. RASL has agreed to convert its existing convertible notes into 30 million Shares pursuant to the terms of the notes.

Under the Agreement RASL will sell 65 million shares to Messrs Poli and Viner for a total consideration of \$1 million.

RASL considers that it is in the Company's best interests to eliminate this debt from its balance sheet to facilitate future funding initiatives. RASL has therefore agreed to convert the convertible notes into Shares, even though the value of the convertible notes is considerably in excess of the current market value of the Shares, and to forego all accrued but unpaid interest payable under the convertible notes in order to facilitate the introduction of this new cornerstone investor group.

As announced on 27 October 2008, and subject to the required Shareholder approvals, it is proposed that at Completion, as a result of RASL converting the convertible notes into shares, it will receive 3 million Tranche A Options at an exercise price of 7 cents per option, expiring 1 July 2011 and 15 million Tranche B Options at an exercise price of 10 cents per option expiring 1 July 2012. The terms of the Tranche A Options are set out in Annexure B, and the terms of the Tranche B Options are set out in Annexure C.

RASL will continue to act on behalf of the Company in the recovery of an oil related investment in Metro Energy Group Inc made in August 2006. RASL will fund the legal proceedings in the US on behalf of the Company on the basis that it receives any proceeds (after reimbursing the Company its past legal costs on a pro-rata basis).

Corporations Act Chapter 2E approval

Messrs Stanley Lewis and Richard Alter are directors of the Company and accordingly considered to be "related parties" of it. Messrs Lewis and Alter are also directors and shareholders of RASL AU, LLC and therefore RASL is also considered to be a "related party" (being an entity controlled by a related party). Section 208A of the Corporations Act provides that for a public company to give a financial benefit to a related party of the public company that company must obtain the approval of its members (unless the giving of the benefit falls within an exception in Chapter 2E). Such approval of the issue of Options to RASL is sought by way of resolution 5. In accordance with section 219 of the Corporations Act, the Company provides the following information:

The related party is RASL.
The nature of the financial benefits are the Tranche A Options and Tranche B Options referred to above. It is proposed that these Options be issued so as to compensate RASL for agreeing to convert the convertible notes into Shares, even though the value of the convertible notes is considerably in excess of the current market value of the Shares. The Board considered the overall transaction (contemplated by this Notice of Meeting – and in particular resolutions 1 to 8), the current market price of Shares and current market practice when determining the number and exercise prices of these Options.
If all resolutions set out in the Notice of Meeting are approved, RASL (together with its associates) would hold 15,000,000 Shares, 3,000,000 Tranche A Options and 15,000,000 Tranche B Options (out of a total of 295,030,277 Shares, 29,000,000 Tranche A Options, 45,000,000 Tranche B Options and 10,350,000 existing Options that will be on issue following Completion. To the extent that these represent newly issued Options, this will necessarily dilute the interests of other Shareholders (when compared with the existing number of 185,030,277 Shares on issue. Assuming that RASL (and its associates) exercise all Options held by them, and that no other issued Options are exercised, the aggregate dilutionary effect on existing shareholders of the issue of Options will be 9.73%.3 The market price for Shares during the term of these Options would normally determine whether or not they are exercised. If at the time of exercise of any of these Options, the Company's Shares are trading at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.
The highest and lowest prices of the Company's Shares on ASX over the last 12 months prior to the date of this Notice are \$0.25 on 27 November 2007 and \$0.02 on 24 October 2008 respectively. The most recent trading price of the Company's Shares on ASX prior to the date of this Notice is \$0.02.
The recommendations of the Directors in relation to this resolution are set out above.
The interests of the Directors in the outcome of this resolution are referred to above.
The Company had BDO conduct a valuation of the Options that may be issued pursuant to resolutions 3 to 5 of this Notice of Meeting. That valuation was conducted using the binomial option pricing model. The valuation and assumptions used are set out below:

Item	Tranche A	Tranche B
Underlying security spot price	\$0.026 (being the closing price as at 16 October 2008)	\$0.026 (being the closing price as at 16 October 2008)
Exercise price	\$0.07	\$0.10
Standard deviation of returns (annualised)	90.00%	90.00%
Risk free rate of interest	4.43% (being the Australian Government 2-year bond rate as at 16 October 2008)	4.43% (being the Australian Government 2-year bond rate as at 16 October 2008)
Valuation (grant) date	28 November 2008	28 November 2008

³ Please note that there may also be a dilutionary effect as a result of the issue of 30,000,000 Shares on conversion of convertible notes held by RASL (although these would be convertible by RASL in any event). However, subject to the passing of the Required Resolutions and Completion, these Shares will be transferred to Matsa as contemplated by resolution 1.

Expiration date	1 July 2011	1 July 2012
Expiration period (years)	2.589 years	3.592 years

Number of Options	29,000,000	45,000,000
Valuation per Option	\$0.0085	\$0.0094
Valuation per Tranche	\$246,500	\$423,000

Shareholders should note that the number of Options that may be issued to RASL pursuant to this resolution 5 is less than the valuation per tranche. This is because each tranche includes Options that may be issued to other non-associated Matsa shareholders pursuant to resolution 3 or to Messrs Poli and Viner pursuant to resolution 4. Based on the above assumptions, the following valuation may be attributed to the Options that may be issued pursuant to this resolution 5:

	Tranche A	Tranche B
RASL	\$25,500	\$141,000

The Board does not consider that there are any significant opportunity costs or benefits foregone by the Company issuing these Options on the terms proposed (when considered in the context of the transaction as a whole).
Other than the information set out in the Notice of Meeting, this Explanatory Memorandum, and the Independent Expert's Report, the Company and its Directors are not aware of any other information that is reasonably required by members in order to decide whether or not it is in the Company's interests to approve this resolution 5.

ASX Listing Rule 10.11 approval

As noted above, Messrs Stanley Lewis and Richard Alter are directors of the Company and accordingly considered to be "related parties" of it. Messrs Lewis and Alter are also directors and shareholders of RASL AU, LLC and therefore RASL is also considered to be a "related party" (being an entity controlled by a related party). Given that RASL is considered to be a "related party" of the Company, several Listing Rule approvals are also required.

As stated above, Listing Rule 10.11 provides that, without shareholder approval, a company may not issue equity securities (which includes Options) to a related party. Approval is therefore sought under that Listing Rule to issue 3 million Tranche A Options and 15 million Tranche B Options to RASL in connection with the proposed transaction, on the terms outlined above. It is intended that these Options be issued at Completion, on the day following the General Meeting, but they will in any event be issued within one month of the General Meeting. Shareholders should note that approval under Listing Rule 10.11 is an exception to Listing Rule 7.1 (so that any Options so issued to RASL will not count toward determination of the Company's 15% capacity under Listing Rule 7.1). No funds will be raised by the Company on the grant of the Options. Any funds raised on their exercise will be used by the Company for working capital purposes.

RESOLUTION 6 – CHANGE OF COMPANY NAME

Under section 157 of the Corporations Act, a special resolution of shareholders is required to change a company name. The name of the Company is sought to be changed to "Matsa Resources Limited" in connection with the transactions giving rise to the Notice of Meeting. It is considered that this new name will better reflect the broader focus of the Company and its investments.

This resolution is conditional on the Required Resolutions being passed. Accordingly, if any of those other resolutions is not passed, this resolution 6 will fail.

RESOLUTION 7 – SHARE CONSOLIDATION

A company is permitted, by section 254H of the Corporations Act, to consolidate its share capital by ordinary resolution. The effect of resolution 7 is to consolidate the Company's issued share capital on a 5:1 basis, so that each five Shares on issue will be consolidated into one Share (with the total issued share capital going from the current 185,030,277 as at the date of the Notice of Meeting to approximately 37,006,055). Where necessary, the holdings of Shareholders will be rounded up to the nearest whole number of Shares.

In accordance with the Listing Rule requirements, it is also proposed that all Options on issue be consolidated on the same basis and in the same ratio (with the exercise price for the Option being amended in inverse proportion to that ratio). Accordingly, each five Options on issue will be consolidated into one Option (with the total current number of Options going from 10,350,000 to approximately 2,070,000) and the exercise price of each Option will be multiplied by five. Where necessary, the holdings of Options will be rounded to the nearest whole number of Options.

This resolution is conditional on the Required Resolutions being passed. Accordingly, if any of those resolutions is not passed, this resolution 7 will fail.

RESOLUTION 8 – ACQUISITION OF SHARES AND OPTIONS PURSUANT TO UNDERWRITING ARRANGEMENTS

Background

As detailed above, it is proposed that Mr Paul Poli and Mr Andrew Viner will underwrite one or more capital raisings to the extent of \$1.5 million.

The Company seeks approval for:

(a) the acquisition of up to 75 million Shares by Messrs Poli and Viner pursuant to the proposed underwriting;
(b) the issue of 10 million Options at an exercise price of 7 cents per Option, expiring 1 July 2011 on the terms and conditions in Annexure B to Mr Poli and Mr Viner as the fee for being underwriter; and
(c) to the acquisition of up to 10 million Shares by Mr Poli and Mr Viner (on a pre-consolidation basis) upon exercise of the Options referred to in (b).

The issue price of the proposed capital raising will be agreed upon between the Company and Mr Paul Poli and Mr Andrew Viner prior to any relevant capital raising taking into account the market conditions at that time but is not expected to be less than 80% of the VWAP for the 5 Business Days preceding the announcement date of the relevant capital raising. Assuming an issue price for the proposed capital raisings of \$0.02, the proposed capital raisings have the potential to result in up to 75 million Shares being issued (if no Shareholder or other investor participates).

The original agreement allowed for an underwriting of a capital raising to the extent of \$3 million. Due to the current sentiment in the financial markets the proposed capital raising has been revised such that Messrs Poli and Viner will underwrite one or more rights issues or other capital raisings to the extent of \$1.5 million. The directors consider that the funds raised will still provide the expanded Company the capital required to enhance the value of its existing projects and realise the potential of new projects, but on a more selective basis.

Corporations Act Chapter 6 (item 7, section 611) approval

As described above, section 606(1) of the Corporations Act prevents a person from acquiring a relevant interest in more than 20% of the shares of a listed company (or acquiring any further relevant interest when they already hold 20% or more) unless an exception is available. One such exception is where shareholders have given their prior approval under item 7 of section 611 of the Corporations Act. Shareholder approval is sought under this resolution (to the acquisition of Shares and Options by Messrs Poli and Viner pursuant to the underwriting arrangements) because, if resolution 8 is passed and Messrs Poli and Viner are issued with Shares and Options pursuant to one or more capital raisings, Messrs Poli and Viner (together with their associates) could increase their voting power from a starting point above 20% and below 90%. Assuming an issue price for the proposed capital raisings of \$0.02, with the result that a maximum 75 million shares are issued, and no other subscribers, it is possible that Messrs Poli and Viner could (when aggregated with relevant interests held after the matters referred to in resolutions 1, 2, 3 and 4 above), in aggregate, hold a relevant interest in 206,508,000 Shares and 58,352,000 Options, and (together with their associates) have maximum potential voting power in the Company of 58.42% (assuming that they exercise all Options held by them, but that no other issued Options are exercised). Shareholders should also note that the Share and Option numbers referred to above are all prior to the proposed 5:1 Share consolidation which is the subject of resolution 7.

The Company has commissioned the Independent Expert to prepare a report to consider whether the underwriting of the capital raisings would be fair and reasonable. The Independent Expert has concluded that it would be misleading to assess individual transactions in isolation and accordingly its report focuses on the fairness and reasonableness of the proposed transactions the subject of this Notice of Meeting as a whole. The Independent Expert has concluded that, when assessed as a whole, in KBRL's current circumstances, the proposed transactions are fair and reasonable. A full copy of the Independent Expert's Report is attached at Annexure A.

In addition, item 7 of Section 611 of the Corporations Act and ASIC Regulatory Guide 74 ("Acquisitions agreed to by shareholders") require that certain information be set out in the notice of meeting and explanatory statement to approve any acquisition (including upon exercise of Options) for the purposes of item 7 of section 611. Some of the relevant information has already been addressed above. However, the required information (to the extent not already set out in the Notice of Meeting, this Explanatory Memorandum, or the Independent Expert's Report) is set out below:

1. Details of allottees

Shares will be issued pursuant to one or more rights issues or other capital raisings, which will be underwritten by Mr Paul Poli (as to two thirds) and Mr Andrew Viner (as to one third) to the extent of \$1.5 million. Messrs Poli and Viner are considered to be associates of each other. Each of the persons or entities listed in annexure D and indicated with an asterisk is an associate of Messrs Poli and Viner (and will therefore have the same voting power as Messrs Poli and Viner in respect of any Shares issued to them).

2. Entitlement to Shares

Messrs Poli and Viner (together with their associates) will, following the transactions which are the subject of resolutions 1, 2, 3 and 4 above, have a relevant interest in 131,508,000 Shares and 48,352,000 Options, which would give them maximum potential voting power in the Company of 52.38% (assuming that they exercise all Options held by them, but that no other issued Options are exercised). Assuming an issue price for the capital raisings of \$0.02, with the result that a maximum 75 million shares are issued, and no other subscribers, Messrs Poli and Viner would hold a relevant interest in 206,508,000 Shares and 58,352,000 Options, giving them maximum potential voting power in the Company of 58.42% (assuming that they exercise all Options held by them, but that no other issued Options are exercised).

Shareholders should also note that the Share and Option numbers referred to above are all prior to the proposed 5:1 Share consolidation which is the subject of resolution 7.

3. Identify and qualifications of intended directors

As noted above, if this transaction and the other transactions referred to in the Notice of Meeting are approved and complete, it is proposed that Messrs Poli and Viner each be appointed to the Board of the Company as Executive Directors.

Further information about Messrs Poli and Viner is set out in respect of resolution 1 above.

4. Intentions of Mr Poli and Mr Viner

5. Terms of the proposed issue

An underwriting agreement has been entered into between the Company and Mr Paul Poli and Mr Andrew Viner to replace the original underwriting agreement announced on 22 September 2008. Subject to approval of the Required Resolutions, Mr Paul Poli (as to two thirds) and Mr Andrew Viner (as to one third) will underwrite one or more rights issues or placement capital raisings by subscribing for shortfall shares or subscribing or procuring subscriptions for placement shares to the extent of \$1.5 million.

The underwriting of the capital raising(s) is subject to:

(a) approval by Shareholders of the various transactions contemplated by the Notice of Meeting;
(b) the Company obtaining written approval of Messrs Poli and Viner, as to the type and timing of the capital raising, prior to undertaking any capital raising;
(c) the capital raisings being undertaken before 31 December 2009;
(d) Messrs Poli and Viner not being obliged to underwrite an amount of \$1.5 million in any one raising but rather as a cumulative total before 31 December 2009;
(e) if necessary, the Company obtaining any subsequent shareholder approvals or ASX waivers necessary to comply with Listing Rule 10.11.
(f) Messrs Poli and Viner being entitled to receive 10 million Options exercisable at \$0.07 per Option before 1 July 2011 as the fee for being underwriters; and
(g) the Company reimbursing Messrs Poli and Viner for all reasonable costs in relation to their obligations as underwriters including, but not limited to, all sub-underwriting fees.

The issue price(s) for the rights issues or placement capital raisings will be at a discount to the prevailing market price determined by the Company, in consultation with the underwriters, prior to the relevant offer(s) or placement(s).

The underwriting agreement contains standard warranties and undertakings for this type of agreement. The obligations in respect of a rights offer or placement are also subject to the occurrence of a number of termination events including:

(a) the S&P ASX 200 Index as determined at the close of trading falling to below 3800 points at any time after the date of the General Meeting; and
(b) the New York Gold Bullion sell price of gold, as quoted by the Australian Financial Review, falling below \$1050 per ounce at any time after the date of the General Meeting.

Shareholders should note that RASL has agreed not to participate in any rights issue (to the extent of any Shares that it continues to hold after the transfer of shares contemplated by resolution 1).

6. Interests of the Directors in the resolution

7. Directors' approvals

Except as noted below, all Directors approved:

(a) the entry into the Agreement by the Company;
(b) the proposal to put resolution 8 (and all other resolutions referred to in the Notice of Meeting) to Shareholders at the General Meeting;
(c) the commissioning of the Independent Expert to prepare the Independent Expert's Report; and
(d) the contents of the Notice of Meeting and this Explanatory Memorandum.

Mr Stanley Lewis and Mr Richard Alter are Directors and shareholders of RASL, and therefore abstained from voting in respect of the subject matter of resolutions 1, 2 and 5.

8. Directors' recommendation

The Directors all recommend that Shareholders approve this resolution 8 (and (other than Mr Stanley Lewis and Mr Richard Alter who abstained in respect of resolutions 1, 2 and 5) resolutions 1 to 8 set out in the Notice of Meeting) as they consider that the combined effect of the various transactions contemplated by the Notice of Meeting (and referred to in the Company's ASX announcement of 15 August and 27 October 2008) are in the best interests of the Company, and will allow it to:

(a) continue to develop its Kalgoorlie and Norseman projects (by removing debt and injecting capital funds); and
(b) expand into new projects and regions the Company believes will create long term Shareholder value (by way of the acquisition of Matsa and the injection of capital funds from a new cornerstone investor group).

This resolution 8 is conditional upon the passing of the Required Resolutions. If any of those resolutions are not passed, then the transactions contemplated by them will not proceed.

As at the date of the Notice of Meeting, except as set out in the Notice of Meeting and this Explanatory Memorandum (including the Independent Expert's Report) there is no information known to Messrs Poli and Viner (or their associates) or the Company, that is material to the decision on how to vote on resolution 8 other than to note that, as Messrs Poli and Viner and interests associated with them will (following the transactions contemplated by resolutions 1 to 4 and potentially 8) hold a substantial holding in the Company, this could, potentially, have the effect of deterring the making of a takeover bid for the Company.

Corporations Act Chapter 2E approval

As explained above, Messrs Poli and Viner are considered to be "related parties" of the Company. Section 208A of the Corporations Act provides that for a public company to give a financial benefit to a related party of the public company that company must obtain the approval of its members (unless the giving of the benefit falls within an exception in Chapter 2E). Such approval of the issue of Shares and Options to Messrs Poli and Viner is sought by way of resolution 8. In accordance with section 219 of the Corporations Act, the Company provides the following information:

The related parties are Messrs Poli and Viner (who, it is proposed, will be appointed as Executive Directors of the Company).
The nature of the financial benefits are Shares issued pursuant to the underwriting arrangements referred to above, the Options granted as the fee for being underwriters and any resultant Shares granted on conversion of the Options. From KRBL's perspective, a capital raising underwritten by Messrs Poli and Viner is an important factor in the transactions contemplated by resolutions 1 to 8 set out in the Notice of Meeting. The Board considered the overall transaction (contemplated by this Notice of Meeting – and in particular resolutions 1 to 8), the current market price of Shares and current market practice when determining to proceed with the underwriting arrangements.
If all resolutions set out in the Notice of Meeting are approved, Messrs Poli and Viner (together with their associates) would hold relevant interests in 131,508,000 Shares, 18,352,000 Tranche A Options and 30,000,000 Tranche B Options (out of a total of 295,030,277 Shares, 29,000,000 Tranche A Options, 45,000,000 Tranche B Options and 10,350,000 existing Options that will be on issue following Completion. To the extent that these represent newly issued Shares and

Options, this will necessarily dilute the interests of other Shareholders (when compared with the existing number of 185,030,277 Shares on issue. Assuming that Messrs Poli and Viner (and their associates) exercise all Options held by them, and that no other issued Options are exercised, the aggregate dilutionary effect on existing shareholders will be 52.84%.⁴ Assuming an issue price for the capital raisings of \$0.02, with the result that a maximum 75 million shares are issued, and no other subscribers participate, Messrs Poli and Viner would hold a relevant interest in 206,508,000 Shares and 58,352,000 Options, giving them maximum potential voting power in the Company of 58.42% (assuming that they exercise all Options held by them, but that no other issued Options are exercised). The market price for Shares during the term of these Options would normally determine whether or not they are exercised. If at the time of exercise of any of these Options, the Company's Shares are trading at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.

The highest and lowest prices of the Company's Shares on ASX over the last 12 months prior to the date of this Notice are \$0.25 on 27 November 2007 and \$0.02 on 24 October 2008 respectively. The most recent trading price of the Company's Shares on ASX prior to the date of this Notice is \$0.02.
The recommendations of the Directors in relation to this resolution are set out above.
The interests of the Directors in the outcome of this resolution are referred to above.
The Independent Expert has (at page 27 of the Independent Expert's report) valued the Options to be issued to Messrs Poli and Viner as the fee for being underwriters. That report also sets out the basis for the valuation and the principal assumptions behind it.
The Independent Expert notes (at page 35) that the full dilutionary effect of the proposed capital raisings cannot be determined until the nature and amount of the capital raisings and the issue price per Share is set. Even then assumptions may need to be made in relation to matters such as the takeup rate by existing Shareholders or other investors. The Independent Expert notes, however, that for the maximum dilution to occur to KRBL's non-associated Shareholders the Company's share price would likely be at 10 cents per Share or better to provide sufficient justification for the conversion of all the options issued pursuant to the proposed transactions the subject of this Notice of Meeting.
The Board does not consider that there are any significant opportunity costs or benefits foregone by the Company issuing these Shares and Options on the terms proposed (when considered in the context of the transaction as a whole).
Other than the information set out in the Notice of Meeting, this Explanatory Memorandum, and the Independent Expert's Report, the Company and its Directors are not aware of any other information that is reasonably required by members in order to decide whether or not it is in the Company's interests to approve this resolution 8.

ASX Listing Rule 10.11 approval

As stated above, Listing Rule 10.11 provides that, without shareholder approval, a company may not issue equity securities (which includes Options) to a related party. Given the intention to appoint Messrs Poli and Viner to the Board at Completion (if the Required Resolutions are approved) Messrs

⁴ Please note that this excludes the dilutionary effect of the issue of 30,000,000 Shares on conversion of convertible notes held by RASL (which would be convertible by RASL in any event). If these are included, the aggregate dilutionary effect on existing shareholders will 69.05%.

Poli and Viner are, by virtue of section 228(6) of the Corporations Act, considered to be "related parties" of the Company. Approval is therefore sought under that Listing Rule to issue Shares and Options to Messrs Poli and Viner pursuant to the underwriting arrangements described above.

Listing Rule 10.13 provides that the notice for a meeting under Listing Rule 10.11 must include the date by which the entity will issue the securities, which must not be more than 1 month after the date of the meeting. Accordingly, any securities (including any Shares and the 10 million Options on the terms set out above as the fee for being underwriters) issued pursuant to a Listing Rule 10.11 approval granted pursuant to this resolution 8 must occur no later than one month after the date of the Meeting, or such longer period as ASX may approve in the event that the Company applies for a waiver to the relevant Listing Rule. If any subsequent shareholder approvals or ASX waivers are necessary for an issue of securities under the underwriting arrangements to comply with Listing Rule 10.11 then the Company will seek such approvals or waivers at the relevant time.

The issue price of the proposed capital raisings will be agreed upon prior to any relevant capital raising taking into account the market conditions at that time but will, in any event, be not be less than 80% of the VWAP for the 5 Business Days preceding the announcement of the relevant capital raising. Assuming an issue price for the capital raising of \$0.02, this could result in a maximum 75 million shares being issued. Any Shares issued would rank equally with the Shares currently on issue.

Shareholders should note that approval under Listing Rule 10.11 is an exception to Listing Rule 7.1 (so that any Shares or Options issued to Messrs Poli and Viner pursuant to such approval will not count toward determination of the Company's 15% capacity under Listing Rule 7.1). Any funds raised by the issue of Shares will allow the expanded Company the capital required to enhance the value of its existing projects and realise the potential of new projects. No funds will be raised by the Company on the grant of the Options. Any funds raised on their exercise will be used by the Company for working capital purposes.

6. GLOSSARY

Agreement means the agreement between the Company, RASL, Matsa and Messrs Poli and Viner relating to the transactions contemplated by the Notice of Meeting, and referred to by the Company in its ASX announcement on 27 October 2008.

General Meeting means the general meeting of Shareholders to be held on 18 December 2008 and any adjournment of that meeting.

ASX means ASX Limited ABN 98 008 624 691 or the market operated by it, as the context requires.

Board means the board of Directors of the Company.

Business Day means a day that is not a Saturday, Sunday or public holiday in Perth, WA.

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

Completion means completion of the various transactions contemplated by resolutions 1 to 5 of the Notice of Meeting (being the conversion of RASL's convertible notes, the sale of 65 million Shares from RASL to Messrs Poli and Viner and the acquisition of Matsa by the Company, and the issue of certain Options to Messrs Poli and Viner and RASL) which completion is scheduled to occur at 11.00am on the Business Day following the General Meeting, or at such other time and date agreed between the parties to the Agreement.

Corporations Act means the Corporations Act 2001 (Cwlth).

Directors means directors of the Company.

Explanatory Memorandum means this explanatory memorandum.

Independent Expert means William Buck (Business Advisors and Chartered Accountants).

Independent Expert's Report means the report prepared by the Independent Expert in relation to transactions contemplated by the Notice of Meeting and attached as Annexure A.

Listing Rules means the Listing Rules of ASX.

Matsa means Matsa Resources Limited ABN 86 124 797 726.

Notice of Meeting means the notice of the General Meeting which accompanies this Explanatory Memorandum.

Option means an option over an unissued Share.

Poli means Mr Paul Poli.

RASL means RASL AU, LLC, a company which currently holds 50 million Shares and convertible notes which are presently convertible into a further 30 million Shares in the Company.

Required Resolutions means each of the resolutions to be considered at the General Meeting, save that Matsa may in its absolute discretion (subject to any legal constraints) determine that any resolution is not a required resolution for this purpose.

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

Shareholder or Member means the holder of a Share.

Tranche A Option means an Option issued on the terms set out in Annexure B.

Tranche B Option means an Option issued on the terms set out in Annexure C.

Viner means Mr Andrew Viner.

ANNEXURE A – INDEPENDENT EXPERT'S REPORT

INDEPENDENT EXPERT'S REPORT

AND

FINANCIAL SERVICES GUIDE

FOR

KALGOORLIE-BOULDER RESOURCES LIMITED

29 October 2008

Financial Services Guide 29 October 2008

William Buck Financial Services (WA) Pty Ltd ABN: 64 082 518 803 ("William Buck "or "we" or "us" or "ours" as appropriate) has been engaged by Kalgoorlie-Boulder Resources Limited ("KBRL") to provide an independent expert's report on the Proposal to acquire 100% of the shares in Matsa Resources Limited and a number of related matters.

You will be provided with a copy of our report as a retail client because you are a shareholder of KBRL

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, with a Financial Services Guide ("FSG"). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 247098
Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

William Buck Financial Services (WA) Pty Ltd is ultimately owned by William Buck Holdings (WA) Pty Ltd ('William Buck WA'). William Buck and its related entitles provide services primarily in the areas of audit, taxation consulting, corporate advisory, business advisory and financial services.

William Buck WA is a member William Buck National, an Australian national association of independently owned entities operating throughout Australia under the name of William Buck. The financial product advice in our report is provided by William Buck Financial Services (WA) Pty Ltd and not by William Buck Holdings (WA) Pty Ltd or its related entities.

We do not have any formal associations or relationships with any entitles that are issuers of financial products. However, you should note that we and William Buck Holdings (WA) Pty Ltd (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

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We hold an Australian Financial Services Licence that authorises us to provide financial product advice to retail and wholesale clients in relation:

securities
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When we are engaged to provide expert reports in connection with the financial product of another person, our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

In this report we only provide general financial product advice, not personal product advice. Our report does not take into account your personal objectives, financial situation or needs.

You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice.

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We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee for this engagement is \$55,000.

Except for the fees referred to above, neither William Buck Financial Services (WA) Pty Ltd, nor any of its Directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees may, from time to time, be eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

We will receive a fee from Kalgoorlie-Boulder Resources Limited for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

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Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, William Buck Financial Services (WA) Pty Ltd, PO Box 748, South Perth WA 6915.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complaint in writing of our determination.

Referral to External Dispute Resolution Scheme

A Complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service Limited ("FOS"). FOS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FOS will be able to advise you as to whether or not they can be of assistance in this matter. Our FOS Membership number is 11765

Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly via the details set out below:

Financial Ombudsman Services Limited GPO Box 3 Melbourne VIC 3001 Toll Free: 1300 78 08 08

Contact details

You may contact us at:

William Buck Level 3, Southshore Centre 83 South Perth Esplanade South Perth WA 6151

PO Box 748 South Perth WA 6151

Telephone: (08) 6436 2888 Facsimile: (08) 6436 2889

KALGOORLIE-BOULDER RESOURCES LIMITED

INDEPENDENT EXPERT'S REPORT

1.	Introduction	6
2.	Summary of Opinion	7
3.	Proposed Transactions	8
4.	Scope of Our report	11
5.	Industry Overview	14
6.	Profile of Matsa	14
7.	Profile of KBRL	19
8.	Valuation of Matsa	24
9.	Valuation of Consideration Offered by KBRL	26
10.	The Merged Group	28
11.	Evaluation of the Proposal	31
12.	Conclusion	38
13.	Independence	38
14	Qualifications	38
15.	Disclaimers and Consents	39
	Appendix 1 – Independent Technical Expert's Report	40
	Appendix 2 – Industry Outlook - Gold	68
	Appendix 3 – Schedule of KBRL's Mineral Properties	73
	Appendix 4 – Sources of Information	79

29 October 2008

The Directors Kalgoorlie-Boulder Resources Limited C/o PO Box Z5005 Perth St Georges Terrace Western Australia 6831

Dear Sirs

INDEPENDENT EXPERT REPORT

1. Introduction

Kalgoorlie-Boulder Resources Ltd and its controlled entities ("KBRL" or "the Company") is an Australian public company, listed on the Official List of the Australian Securities Exchange Limited ("ASX"). The principal activities of KBRL are gold, nickel and other base metal exploration and mining in Australia and oil and gas exploration in the United States of America. As at the date of this report, KBRL has a market capitalisation of approximately \$4.1 million on an undiluted basis.

On 15 August 2008, KBRL announced its primary intention to acquire all the shares of Matsa Resources Limited ("Matsa"), an unlisted public company associated with Mr Paul Poli and Mr Andrew Viner, and furthermore for Mr Poli and Mr Viner (majority shareholders of Matsa also described as The Purchasers) to acquire the majority shares from KBRL's substantial shareholder, RASL AU, LLC ("RASL"). It was also announced that KBRL will undertake certain capital raisings and that Mr Poli and Mr Viner will underwrite these capital raising activities. These matters will be collectively referred to as "the Proposed Transactions".

On 27 October 2008 KBRL announced that due to the current turmoil in the financial markets the agreement between KBRL, Matsa, RASL and Messrs Poli and Viner had been revised.

Matsa is an unlisted Australian public company and its principal activities are to actively acquire, explore, trade and develop quality mineral projects, with an emphasis on the Western Australian and South East Asian regions.

William Buck Financial Services (WA) Pty Ltd ("William Buck") has been engaged by KBRL to prepare an Independent Expert's Report to express an opinion on whether the Proposed Transactions, contained in a revised agreement between the parties and dated 26 October 2008, as a whole are fair and reasonable to the non-associated shareholders of KBRL.

2. Summary of opinion

From KBRL's perspective the proposed capital raising(s) underwritten by Messrs Poli and Viner and the retirement of \$3 million convertible note debt are two of the central issues of the Proposed Transactions. In order to secure the underwriting for the capital raising(s) a number of the transactions being considered by shareholders must have been completed. Accordingly we have, to the extent possible, considered the Proposed Transactions as a whole.

Fairness

In order for KBRL to acquire Matsa and secure the underwriting for its capital raising, it is necessary for KBRL to enter also enter into transactions with both Messrs Poli and Viner and with RASL. These transactions are inextricably linked and accordingly in assessing the fairness of the Proposed Transactions we have considered the financial value of the total consideration paid by KRBL with the total financial value of the benefits received for the consideration.

As the assessed value of the consideration payable by KBRL to acquire Matsa and the necessary related transactions with Messrs Poli and Viner and with RASL is less than the assessed value of the benefits received as a result, we have concluded that the Proposed Transactions are fair.

Assessed Value of the Consideration payable by KBRL	High	Preferred	Low
	\$	\$	\$
Payable to all the shareholders of Matsa
80 million fully paid ordinary KBRL shares	2,080,000	1,888,000	1,696,000
20 million acquisition options	140,000	140,000	140,000
	2,220,000	2,028,000	1,836,000
Executive's Options payable to Messrs Poli and Viner
6 million Tranche A options	42,000	42,000	42,000
30 million Tranche B options	210,000	210,000	210,000
Total payable for the Acquisition of Matsa	2,472,000	2,280,000	2,088,000

Payable to RASL
Options
3 million Tranche A options	21,000	21,000	21,000
15 million Tranche B options	105,000	105,000	105,000
Shares (on conversion of notes)
30,000,000 shares	780,000	708,000	636,000
Potential recovery of Metro Energy Inc. investment	1,000,000	1,000,000	1,000,000
Total Payable to RASL	1,906,000	1,834,000	1,762,000

Total Consideration Payable	4,378,000	4,114,000	3,850,000

Assessed Value of the Benefits receivable by KBRL	High	Preferred	Low
	\$	\$	\$
Acquisition of 100% of the issued capital of Matsa	1,876,501	1,146,501	716,501
Retirement of Convertible Note debt	3,000,000	3,000,000	3,000,000
Forgiveness of accrued unpaid Interest on Convertible
Note	397,000	397,000	397,000
Total Value of Benefits Received	5,273,501	4,543,501	4,113,501

Reasonableness

In assessing the reasonableness of the Proposed Transactions as a whole we have considered the advantages and disadvantages of all the Proposed Transactions, including KBRL's urgent need for a capital injection and the lack of alternatives available to KBRL.

Advantages	Disadvantages
KBRL is in need of an urgent cash injection and the Proposed Transactions should fund the merged entity's cash requirement for at least the next twelve months by way of an underwritten capital raising(s)	Final underwriting agreement has not yet been entered into and may be subject to financial markets benchmarks that are outside the control of KBRL
Securing the \$250,00 interim funding facility	Dilution of non associated shareholders ownership of KBRL
Improved KBRL balance sheet (ie net asset position) with the removal of \$3m debt	Surrendering control of KBRL's Board to new investors (ie Messrs Poli and Viner)
Introduction of new technical skill sets (geology) to the Board	Potential reduction of carry forward tax losses
Release of a fixed and floating charge over KBRL's assets	Cost of capital raising may be considered expensive

We have concluded that, when considered as a whole and in KBRL's current circumstances, the Proposed Transactions are reasonable.

On this basis, it is our opinion that the Proposed Transactions are both fair and reasonable.

3. Proposed Transactions

Description of the Proposed Transactions

The transactions as stated in the revised Transaction Agreement between KBRL, RASL AU LLC ('RASL'), Matsa, Mr Paul Poli and Mr Andrew Viner and dated 26 October 2008, are summarised as follows:

(a) Conversion of Convertible Notes

RASL holds 12 Convertible Notes previously issued by KBRL as consideration under an agreement with RASL for the purchase of Australian Gold Investments Pty Ltd, which upon conversion, will result in the issue of 30,000,000 KBRL shares to RASL. RASL agrees to convert these Notes to 30,000,000 KBRL shares giving RASL a total shareholding in KBRL of 80,000,000 shares. RASL further agrees to release KBRL as follows ("Releases"):

no further interest (including any accrued but unpaid interest) will be payable on the Convertible Notes by RASL
all obligations under the AGI agreement will cease to apply
the fixed and floating charge granted by KBRL to RASL securing the convertible note debt will be released and discharged.

(b) Transfer of KBRL shares by RASL

RASL agrees to sell 65,000,000 KBRL shares to Messrs Poli and Viner for a total consideration of \$1 million.

RASL has granted Messrs Poli and Viner a first right of refusal against the remaining 15 million KRBL shares held by RASL, should RASL wish to sell them

(c) Acquisition of Matsa and change to Board composition

KBRL will wholly acquire Matsa for a consideration consisting of 80,000,000 KBRL shares and 20,000,000 options exercisable at \$0.07 per share (expiring 1 July 2011).

Upon settlement of the acquisition of Matsa, Messrs Poli and Viner will be appointed executive directors of KBRL and all existing directors of KBRL, except Michael Atkins, will resign.

(d) Issue of Executive Options

Upon their appointment as executive directors of KBRL, Messrs Poli and Viner will be issued the following options, for no additional consideration:

Issued to:	Tranche A Options No.	Tranche B Options No.
Paul Poli	4,000,000	20,000,000
Andrew Viner	2,000,000	10,000,000

	Tranche A Options	Tranche B Options
Expiry date	1 July 2011	1 July 2012
Exercise price	\$0.07 / option	\$0.10 / option

(e) Issue of Options to RASL

For no additional consideration RASL will be granted the following options

	Tranche A Options	Tranche B Options
Number of options to be
granted:	3,000,000	15,000,000
Expiry date	1 July 2011	1 July 2012
Exercise price	\$0.07 / option	\$0.10 / option

(f) Name change

Subject to shareholder approval at the EGM, KBRL will change its name to Matsa Resources Limited.

(g) Underwritten Rights or Other Issue

Upon completion of the transactions mentioned above the Company will enter into an underwriting agreement whereby Messrs Poli and Viner will underwrite one or more rights issue or placement capital raisings to be undertaken by the Company to a maximum of \$1.5 million.

It is intended that the underwriting of the capital raising(s) will be subject to:

The Company obtaining written approval of Messrs Poli and Viner, as to the type and timing of the capital raising, prior to undertaking any capital raising,
The capital raisings being undertaken before 31 December 2009.
Messrs Poli and Viner not being obliged to underwrite an amount of \$1.5 million in any one raising but rather as a cumulative total before 31 December 2009.
The Company reimbursing Messrs Poli and Viner for all reasonable costs in relation to their obligations as underwriters including, but not limited to, all sub-underwriting fees.

The issue price of the rights issue or placement capital raisings have yet to be determined but will be at a discount to the prevailing market price.

RASL has agreed not to participate in a rights issue.

Messrs Poli and Viner will be entitle to receive an underwriter's fee of 10 million options exercisable at \$0.07 cents before 1 July 2011.

(h) Metro Energy Settlement

KBRL is seeking recovery of funds invested in an oil and gas related investment in Metro Energy Inc. in the USA. RASL and its shareholders are currently acting on behalf of KBRL to assist in the recovery of these funds (the "Metro Action").

RASL will fund all future legal costs and expenses in relation to the Metro action and any associated actions or litigation.

In consideration for RASL agreeing to fund the Metro Action, and for RASL agreeing to release KBRL in relation to the convertible note, if any funds, money or other property are recovered, such funds will be applied:

Firstly, in repaying all legal costs and expenses incurred by RASL and KBRL, on a pro-rata basis
Secondly, to the extent that any proceeds exceed the amount of legal costs, RASL shall be entitled to the balance.

(i) Share Consolidation

All of KBRL's issued shares and options will be consolidated on a 1 for 5 proportionate basis.

(j) Interim Funding

Messrs Poli and Viner and RASL (collectively "the Financier") have agreed to provide the Company with an interim draw down funding facility, on the basis that:

The maximum draw down amount is \$250,000
The amount drawn down must be repaid by 31 December 2009 out of the proceed of the underwritten capital raising or, at the election of the Financier, by way of the issue of additional shares at the same price as the capital raising
The amounts drawn down under this facility will be interest free, unless the Company fails to repay the debt in full by the due date

A number of other terms, conditions and warranties that might normally apply to commercial borrowing also apply to this facility.

(k) Condition Precedent

With the exception of the Interim Funding which is specifically excluded, all the matters detailed above are conditional upon the KBRL shareholders passing the resolutions to approve each of:

The transfer of 65 million shares from RASL to Messrs Poli and Viner,
The acquisition of Matsa and the change of composition of the Board
The issue of executive options to Messrs Poli and Viner
The change of the name of the Company
The underwriting arrangements

Furthermore, the proposed underwriting of the future capital raisings is also specifically dependent upon completion of the following transactions:

Conversion of the convertible notes held by RASL
RASL releasing KBRL from its obligations in relation to the convertible notes
The transfer of 65 million KBRL shares by RASL to Messrs Poli and Viner
The acquisition of Matsa by KBRL and the subsequent change to the composition of KBRL's board
The issue of the executive options to Messrs Poli and Viner
The issue of options to RASL
The change of name of KBRL to Matsa Resources Limited

4. Scope of Our Report

Purpose and Approach

This report has been requested by the directors of KBRL to assist the non-associated shareholders of KBRL to assess the Proposed Transactions they will be asked to consider. This report cannot and should not be relied on for any other purpose.

We have been requested to address the following maters in our report that will be the subject of specific individual resolutions to be put to shareholders:

The acquisition of 65 million shares by Messrs Poli and Viner from RASL
The acquisition by KBRL of all the shares in Matsa
The issue of Tranche A and Tranche B Executive Options to Messrs Poli and Viner
The underwriting of a capital raising(s) by Messrs Poli and Viner

• Issue of Tranche A and Tranche B options to RASL

It must be noted, however, that the underwriting of the proposed capital raising(s) is dependant upon certain other of the Proposed Transactions being completed. The proposed capital raising(s) is a key consideration from KBRL's perspective.

RASL has been key player in structuring the overall deal and the transactions between RASL and KBRL, and between RASL and Messrs Poli and Viner. All these transactions are equally necessary components for achieving the outcomes sought by all the parties.

In addition the effect of a number of the Proposed Transactions are dependant other Proposed Transactions being approved by the shareholders and can only be properly assessed in conjunction with other of the Proposed Transactions.

For these reasons we believe it would be misleading for us to assess individual transactions in isolation and accordingly our report focuses on the fairness and reasonableness of the Proposed Transactions as a whole.

This report sets out whether in our opinion the Proposed Transactions as a whole are fair and reasonable to the non-effected shareholders of KBRL. Our report is to be included with an information memorandum prepared by the directors of KBRL to be despatched to KBRL shareholders prior to the general meeting at which the Proposed Transactions will be considered.

Basis of Assessment of Matsa

We have valued Matsa on the basis of a fair market value which an independent party would likely pay to acquire all the shares of Matsa. Fair market value is defined as the price that would be negotiated in an open and unrestricted market between a knowledgeable and willing but not anxious buyer, and a knowledgeable and willing but not anxious seller, within a reasonable time frame.

In forming our opinion as to whether the Matsa offer ('the offer') is fair and reasonable, we have had regard to:

The assessed fair value of all the issued shares of Matsa
An independent technical review and valuation of Matsa's Australian mineral assets
An assessment of the fair value of the consideration to be paid by KBRL for 100% of the issued shares of Matsa
The impact of other matters and transactions that form part of what is being proposed

In assessing whether the offer is fair we have compared the fair value of the Matsa shares and other benefits to be acquired with the fair value of the shares, options and other consideration to be paid by KBRL. If the value of the consideration to be paid by KBRL is equal to or less than the fair value of the Matsa shares and other related benefits to be acquired then the transaction will be fair.

In assessing the reasonableness of the offer we have considered a number of factors, including:

• The terms of the offer, including those transactions and matters not directly related to the exchange of shares between KBRL and the Matsa shareholders

The advantages and disadvantages of the offer and other matters related to what is being proposed
Potential implications for shareholders of rejecting the offer

Basis of Assessment of KBRL

It has been necessary for us to value the shares of KBRL in order to compare the value of the consideration KBRL will pay and the benefits it will acquire.

We have adopted the view that the publically traded value of KBRL's shares will provide an appropriate basis for assessing the fair value of the shares being offered by KBRL.

As KBRL is also offering unlisted share options as part of the overall consideration we have adopted the Black Scholes option valuation model as the means of determining an objective fair value of the options being offered by KBRL.

Limitations and Reliance on Information

Nothing in this report should be taken to imply that William Buck has verified any information supplied to us, or that we have in any way carried out an audit of the books, accounts or other records of either Matsa or KBRL, or the affairs of Messrs Poli and Viner, for the purpose of this report.

An important part of the information used by us in forming our opinion has comprised of the opinions and judgement of management. We have also had discussions with management of both KBRL and Matsa in relation to the companies' business operations, specific risks and opportunities, historical results and prospects for the foreseeable future. Much of this information is often not capable of external verification or validation.

We have no reason to believe that any material facts have been withheld from us but we provide no warranty or assurance that our enquiries have revealed all of the matters that an audit or extensive investigation might disclose.

Statements and opinions included in this report are given in good faith and in the belief that such statements or opinions are not false or misleading.

The information provided to us by Matsa and KBRL included budgeted / prospective financial information prepared by management. While we have reviewed and relied on this budgeted / prospective information in preparing this report, Matsa and KBRL remain responsible for all aspects of this budgeted / prospective information and William Buck does not warrant or guarantee the achievement of the budgeted / prospective results. Budgeted / prospective results are by their nature uncertain and are dependent on a number of future events that cannot be guaranteed. Actual results may vary significantly from the budgeted / prospective results relied on by us. Any variations from budgeted / prospective results may affect our valuation and our opinion.

The opinion of William Buck is based on the prevailing market, economic and other conditions at the date of this report. Conditions can change over relatively short periods of time. Any subsequent changes in these conditions could impact on our opinion.

Reliance on Technical Expert

ASIC's Regulatory Guides contemplate the use of independent specialist experts when valuing specific assets. To assist us in the preparation of our report we engaged Zephyr Consulting Group Pty Ltd ('Zephyr') to prepare an independent technical report, including valuations, on Matsa's

mineral assets. A copy of Zephyr's report dated, 9 October 2008 is attached to this report as Appendix 1. We have confirmed with Mr Prentice that this report and the valuations contained therein remains current as at the date of our report.

Mr Ian Prentice, a director of Zephyr, is the author of this independent technical report and we are satisfied with Mr Prentice's qualifications. We are also satisfied as to the independence of Mr Prentice, Zephyr and its employees and associates, from KBRL and Matsa. We have placed reliance on Zephyr's report.

Due to the various uncertainties inherent in the valuation process, Zephyr has determined a range of values in which it considers each of the mineral assets of Matsa lie. These value ranges have been adopted in our report.

5. Industry Overview

The assets of Matsa, and KBRL, comprise primarily of gold exploration tenements. In many respects the gold industry is a global industry and companies operating in this sector are affected by, amongst other things, international gold prices, foreign currency exchange rates and international financial markets.

To provide some context for assessing Matsa, KBRL and possibly a merged group we have attached as Appendix 2 a September 2008 economic overview of, and outlook for, the gold industry by the Australian Bureau of Agricultural and Resource Economics ('ABARE').

6. Profile of Matsa

Corporate Background

Matsa was incorporated as a private company (Matsa Resources Pty Ltd) on 5 April 2007 and converted to a public company in June 2008.

Its principal activities have focused on:

Securing gold projects in the eastern goldfields of Western Australia that have met Matsa's criteria of "having defined gold targets that can be quickly tested". Principal focus has been in the Kalgoorlie region.
Since early 2008 Matsa has been investigating and negotiating opportunities in South East Asia; initially in Thailand and Laos but more recently in Cambodia and Indonesia. While activities in South East Asia are in their early stages the Company has set up small offices in Bangkok and Vientiane to facilitate future opportunities.

Matsa's Projects

(a) Western Australia

Matsa either owns or has options to purchase a group of tenements in the Eastern Goldfields of Western Australia which form four projects:

Project Name	Location	Tenure
Broad Arrow	Approximately 35 km north of Kalgoorlie and 5 km east of the historic gold mining centre of Broad Arrow	An area of 53 km2 covered by 4 Mining Leases (1 granted and 3 applications), and 36 Prospecting Licences (6 have expired and are subject to conversion to Mining Licences, 4 are applications and 26 are granted)
Mount Vetters	Approximately 45 km north west of Kalgoorlie	An area of 64.4 km2 covered by 1 granted Exploration Licence
Walling Rock	Approximately 90 kms west of Menzies, a gold mining centre to the north of Kalgoorlie.	An area of 80 km2 covered by 2 granted Exploration Licences
Chinaman Well	Approximately 15 kms west of Agnew, a gold mining centre 320 kms north of Kalgoorlie.	1 granted Exploration Licence

Source: Matsa; Independent Technical Expert's Report

More detailed information in relation to these tenements is contained in the report by Zephyr Consulting Group Pty Ltd at Appendix 1 of this report.

(b) South East Asia

Since early 2008 Matsa has been engaged in preliminary activities to expand its business interests into South East Asia. To date these activities have largely comprised of discussions and negotiations with potential project partners and local centres of influence, gaining an understanding of local laws, preliminary assessment of some project opportunities and commencing to set up business structures.

Thailand

An office has been established in Bangkok
Two applications lodged for exploration land in the Loei area. This is prospective for copper and gold and possibly lead-zinc in a skarn mineralisation system.
Extensive negotiations with the PANDS Group (Thailand's largest Barite and Dolomite producer) for an exploration joint venture to explore for Zinc on their Loei Barite project. This will take two years for grant after reaching agreement.
Ongoing review and negotiation with PANDS group on other properties they own which are prospective for base and precious metals.
Discussions with PANDS about investing in Dolomite processing infrastructure focused on value added products.
Negotiation with the Dolomite Project owner a project with 10 Mt indicated.
Ongoing review of various projects under Option Agreement with Palangkan Group.

Laos

An application has been made for prospective land. As part of the application process a site visit must be made with government geologists, and this is planned for November / December 2008 when monsoonal rains have finished allowing access to the area.
A Memorandum of Understanding has been established with the PANDS Group.

Cambodia

Application monies have been paid for a 400 km² area. The area is based on the recommendation of the Mines Department, who have indicated that artisanal mining for gold and copper in the area is extensive. Samples have been viewed but not verified and are being analysed now. Matsa is able to adjust the location of the lease following further work.
Matsa has also been granted the right to apply for a further 3 areas totaling 800 km² .
A company is currently being registered in Cambodia in order for a licence to be granted.

Indonesia

Matsa has been negotiating with an Australian expatriate based in Indonesia to form a subsidiary entity to pursue exploration and mining opportunities in Indonesia. These negotiations are at the point where a binding Terms of Agreement is being drafted by Matsa's lawyers. It is Matsa's intention to fund \$600,000 within 18 months to fully pay for its shareholding in the new entity. Matsa's strategy is to focus on 'bulk commodities' including coal and iron ore, nickel and cobalt and to also review copper-gold-molybdenum opportunities.

Corporate Structure

Matsa's two subsidiary companies have been recently established in Thailand to house future mineral projects. Under Thai law these companies cannot be 100% owned by Matsa.

Financial Position

	Unaudited	Unaudited	Unaudited
	30 September 2008 \$	30 June 2008 \$	30 June 2007 \$
Current Assets
Cash and cash equivalents	6,239	278,216	7,490
Trade and other receivables	65,170	-	-
Total Current Assets	71,409	278,216	7,490
Non-Current assets			-
Property, plant and equipment	52,539	47,306	-
Exploration and evaluation asset	787,147	306,436	33,474
Total Non-Current Assets	839,686	353,741	33,474
Total Assets	911,095	631,957	40,964
Current Liabilities
Bank overdraft	-	10,209	-
Trade and other payables	81,140	37,725	15,874
Borrowings	349,307	-	25,000
Total Current Liabilities	430,447	47,934	40,874

Net Assets	480,648	584,023	90
Shareholders' Equity
Issued capital	1,012,100	1,012,100	100
Accumulated losses	531,452	428,077	10
Total Shareholders' Equity	480,648	584,023	90

Source: Matsa's unaudited financial statements:

Without having undertaken an audit and based on the nature of general ledger account balance expenditure types, we have for the purposes of our valuation transferred \$149,576 (\$131,072 at 30 June 2008) from capitalised Exploration and Evaluation expenditure to the profit and loss account

for the period to reflect the requirements of Accounting Standard AASB 6 "Exploration for and Evaluation of Mineral Resources". Other than some minor reclassification within the balance sheet we have not considered it necessary to make further adjustments to the balance sheet.

In our valuation, the amount of capitalised Exploration and Evaluation expenditure in the Balance Sheet has been replaced with an independent expert valuation amount.

Contingent Liabilities

We have been advised by the Directors of Matsa that, as at the date of this report, Matsa has no significant contingent liabilities.

Taxation

We have been advised by the Directors of Matsa that, as at the date of this report, Matsa has no significant taxation issues.

Share Capital and Ownership

Matsa has 22,000,000 fully paid ordinary shares on issue. Matsa's top 15 shareholders are detailed in the table below:

Shareholder Name	Number of shares held	% of issued capital
	000's
Paul Poli	10,090	45.86%
Western Discovery Pty Ltd	3,500	15.91%
Oliver Nikolovski	1,470	6.68%
Rivian Investments Pty Ltd	750	3.41%
Morakot Thepumporn	500	2.27%
William and Jeanette Maunder	350	1.59%
Kimberly Alan Harris	300	1.36%
Darontack Pty Ltd	250	1.14%
Scintilla Strategic Investments Ltd	250	1.14%
Steven James Brown	250	1.14%
Trillon Holdings Pty Ltd	250	1.14%
Roger Chun Hing Lee	250	1.14%
John and Maria D'Evelynes	250	1.14%
Queensland MM Pty Ltd	250	1.14%
Mark John Allison	250	1.14%
Total number of shares held by top 15 shareholders	18,960	86.20%
Other shareholders	3,040	13.80%
Total number of shares on issue	22,000	100.00%
Source: Matsa records

Substantial shareholders of Matsa are as follows:

Shareholder Name	Number of shares held 000's	% of issued capital
Paul Poli	10,090	45.86%
Western Discovery Pty Ltd	3,500	15.91%
Oliver Nikolovski	1,470	6.68%
	15,060	68.45%

Western Discovery Pty Ltd is a company controlled by Mr Andrew Viner. Mr Viner and Mr Poli are directors of Matsa and Mr Nikolovski is Matsa's Chief Financial Officer.

Options

We have been advised by the Directors that Matsa has no issued Options.

7. Profile of KBRL

Corporate Background

The Company was incorporated on 20 October 2003 and was listed on the Australian Securities Exchange on 20 April 2005.

KBRL's principal activities are gold, nickel and other base metals exploration and mining in Western Australia.

KBRL's Projects

(a) Norseman Gold Project

The Norseman Gold Project was acquired by the purchase of Australian Gold Investments Pty Ltd (now Australian Strategic and Precious Metals Investment Pty Ltd) from RASL AU LLC in March 2007. It is a gold exploration project that covers 124km² of the southern Norseman-Wiluna Greenstone belt.

An aggressive drilling program has been undertaken by KBRL and a helicopter borne VTEM survey was completed in January 2008.

In February 2008 an upgrade of the resource at Norseman was announced (current) and is tabled below:

	Norseman Gold Project
Resource >1g/t Au
	Tonnes (Million)	Grade (g/t)	Ounces (000's)
	Indicated
Mt Henry	5.6	1.9	350
Selene	11.8	1.6	600
Total	17.4	1.7	950
	Inferred
Mt Henry	4.9	1.8	280
Selene	3.1	1.4	140
North Scotia	0.3	3.4	40
Abbotshall	0.5	2.0	30
Total	8.9	1.7	490
Grand Total	26.3	1.7	1.44 Million Oz

Source: KBRL's 2008 annual report

KBRL believes that a Scoping Study undertaken during 2007 / 2008 on the Mt Henry and Selena ore bodies confirms robust economic returns would be obtained from a 1.8 million tonnes per

annum open cut gold mining operation, located 30km south of the prolific gold producing centre of Norseman. Production is capable of commencing in 2010, producing an average of approximately 100,000 ounces per annum for seven years. The Project is forecast to generate a net project cash flow of A\$143 million over a 7 year period after allowing for an initial capital cost of A\$75 million.

KBRL has calculated that based on the results of the study for a 1.8Mtpa open cut gold operation over 7 years, the project economics are summarised as follows:

Gold price (POG)	A\$990/oz
Mine life	7 years
Average NPV @ 10% discount	A\$80 million
Average IRR (Internal Rate of Return)	40%
Net project cash flow after capital	A\$143 million
Operating costs	A\$660/oz
Capital costs	A\$75 million
Source: KBRL's 2008 annual report

KBRL believes that a focused exploration program based on the successfully completed VTEM survey may be crucial to the long term viability of a mining operation at the project. It is the aim of KBRL to extend the mill/mine life to at least 10 years. Options to achieve this include future exploration principally in areas where previous VTEM survey indicates, joint ventures and potential acquisitions.

This exploration program will target high grade/tonnage open-pitiable gold mineralisation to enhance the project's net cash surplus. The potential also exists for the discovery of high grade "Norseman vein style" type ore bodies which would also be prioritised for mill feed.

(b) Clinker Hill Nickel Project

In February 2008 KBRL commissioned a ground based SQUID EM survey at its Clinker Hill Project. The results of the SQUID survey were encouraging and the Company undertook a drilling program.

The drilling program has demonstrated the prospectivity of the Clinker Hill project. All holes were bored through cumulate textured ultramafic rocks, with five holes intersecting the basal contact of the ultramafic rocks. This stratigraphy is consistent with nickel sulphide mineralisation elsewhere in the region.

(c) Jackpot Gold - completed

Milling of the stockpiled ore from the Jackpot gold mine was completed in 2007 and rehabilitation was undertaken during July, 2007 with the waste dumps formed, topsoiled and ripped.

The Jackpot project will be reviewed in respect to future exploration or operations at the project, in the next year.

(d) Other Tenements

A complete schedule of KBRL's mineral properties and tenements tenure status are detailed in Appendix 3 to this report.

Corporate Structure

Historical Income Statements

Income Statements for the years ended 30 June 2008 and 2007
	Consolidated		Company
	Audited	Audited		Audited
	2008 \$000	2007 \$000	2008 \$000	2007 \$000

Revenue	3,123	1,353	3,123	1,292
Cost of sales	(3,367)	(1,093)	(3,367)	(1,057)
Gross profit	(244)	260	(244)	235
Other income	123	2,310	179	2,338
Depreciation expense	(29)	(26)	(29)	(26)
Other expenses	(4,377 )	(6,100)	(5,191)	(6,144)
Loss before income tax expense	(4,527)	(3,556)	(5,285)	(3,597)
Income tax benefit	-	24		24
Loss for the year	(4,527)	(3,532)	(5,285)	(3,573)
Loss attributable to members of
the parent entity	(4,527)	(3,532)	(5,285)	(3,573)

Source: KBRL's 2008 annual report

Revenue for the 2008 financial year was derived from the sale of gold milled from stockpiled ore at the company's Jackpot gold mine. This milling program has ceased and the Company has no other income producing assets at this time.

Historical Balance Sheets

Balance Sheets as at 30 June 2008 and 30 June 2007
		Consolidated		Company
	Audited 2008 \$000	Audited 2007 \$000	Audited 2008 \$000	Audited 2007 \$000
Current assets
Cash and cash equivalents	1,029	1,006	1,023	967
Trade and other receivables	131	806	125	784
Inventories	-	1,857	-	1,857
Other current assets	269	194	56	109
Non-current assets classified as held
for sale	300	-	300	-
Total current assets	1,729	3,863	1,504	3,717
Non-current assets
Trade and other receivables	-	-	3,124	3,254
Exploration and evaluation asset	13,758	13,386	1,988	2,593
Property, plant and equipment	23	42	12	31
Other financial assets	-	-	8,043	7,613
Total non-current assets	13,781	13,428	13,167	13,491
Total assets	15,510	17,291	14,671	17,208
Current liabilities
Trade and other payables	1,006	1,311	1,005	1,307
Borrowings	3,316	3,000	3,316	3,000
Provision	49	79	49	79
Total current liabilities	4,371	4,390	4,370	4,386

Non-current liabilities Deferred tax liabilities	-	24	-	24
Total non-current liabilities	-	24	-	24
Total liabilities	4,371	4,390	4,370	4,386
Net assets	11,139	12,901	10,301	12,822

Equity
Issued capital Reserves	18,870 1,514	16,495 1,124	18,870 1,475	16,495 1,086
Accumulated losses	(9,245)	(4,718)	(10,044)	(4,759)
Total equity	11,139	12,901	10,301	12,822

Source: KBRL's 2008 annual report

At 30 September 2008 the KBRL's unaudited financial statements revealed current assets of \$466,346 (including \$77,710 cash at bank) and current liabilities of \$3,818,239.

Exploration and Expenditure Commitments

In order to maintain the mineral tenements in which KBRL and other parties are involved, the consolidated entity is committed to fulfil the minimum annual expenditure conditions under which the tenements are granted. The minimum estimated expenditure commitment requirement for granted tenements for the 2008 / 2009 financial year is \$1,152,000. This amount has not been provided for in the balance sheet as at 30 June 2008. These obligations are capable of being varied from time to time. Exploration expenditure commitments beyond twelve months cannot be reliably determined.

Share Capital and Ownership

KBRL's top 20 shareholders as at 28 October 2008:

Number of	% of issued
shares held	capital
50,000,000	27.02
	2.35
2,270,000	1.23
2,250,000	1.22
1,925,000	1.04
1,548,369	0.84
1,500,000	0.81
1,475,000	0.80

	0.80
	0.71

	0.69
	0.67

	0.54
	0.54
	0.54

	0.54
	0.54
	0.54
	0.54
	0.46
	42.42
	57.58
	100.00
	4,350,000 1,470,129 1,301,639 1,280,000 1,244,799 1,003,362 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 833,333 78,463,631 102,566,646 181,030,277

KRBL has only 1 substantial shareholder:

Shareholder Name	Number of shares held	% of issued capital
RASL AU LLC	50,000,000	27.02

Share Price and Liquidity History

We believe market traded prices of KBRL's shares to provide the most appropriate basis for determining a fair value of KBRL's shares for the purposes of the Proposed Transactions; provided there is adequate liquidity in the trading over a reasonable period.

Our analysis of KBRL' share trading volume and share price during the six months prior to the Matsa announcement on 15 August 2008 and the 10 weeks post the announcement (ie to 24 October 2008) are set out in the tables below:

Cumulative	Share Price			Cumulative Volume as
Volume				a % of shares:
	High	Low	VWAP	Issued	Listed

	No.	\$	\$	\$	%	%
6 months	107,097,041	0.150	0.038	0.0865	61.3	84.8
3 months	25,394,960	0.085	0.038	0.0682	32.3	44.6
2 months	27,171,640	0.074	0.038	0.0566	15.5	21.5
1 month	8,969,666	0.064	0.038	0.0494	5.1	7.1
1 week	2,413,019	0.043	0.038	0.0411	1.4	1.9

Source: William Buck analysis

Period after 15 August 2008	Cumulative	Share Price			Cumulative Volume as
	Volume				a % of shares:
		High	Low	VWAP	Issued	Listed
	No.	\$	\$	\$	%	%
1 week	6,705,000	0.060	0.040	0.0487	3.8	5.3
2 weeks	7,827,000	0.060	0.040	0.0478	4.5	6.2
4 weeks	9,697,900	0.060	0.040	0.0467	5.4	5.4
6 weeks	14,349,606	0.060	0.029	0.0418	8.0	8.0
8 weeks	17,559,784	0.060	0.025	0.0395	9.8	9.8
10 weeks	19,331,450	0.060	0.020	0.0381	10.7	10.7

Source: William Buck analysis

We believe that there is adequate liquidity in KBRL's share trading to determine a fair value of the stock by way of a volume weighted average price (VWAP) based on the on-market trading. This is evidenced by an amount equal to 32.3% of the Company's issued capital being traded in the 3 months prior to the announcement, 61.3% in the 6 months preceding the announcement and similarly adequate trading post the announcement.

We have also shown the cumulative volume traded as a percentage of all listed shares as 48.5 million shares were held in escrow until 18 August 2008 and not capable of being traded. On this basis liquidity is even greater.

Our analysis also revealed a consistent downward trend in KBRL's share volume weighted average share price (VWAP).

8. Valuation of Matsa

Valuation Methodology

In assessing the value of Matsa we have considered a range of possible valuation methods and concluded that the net asset value to be most appropriate.

As Matsa is an unlisted company there are no ready made market values available for its shares. The company is not trading and accordingly the use of discounted cash flow analysis or earnings multiples is not appropriate.

The value of Matsa is primarily attributable to the value of its mineral assets (tenements), and to a lesser extent its other assets and liabilities and for this reason we have valued Matsa on the basis of its net assets.

Valuation Summary

We have assessed that the fair value of Matsa to be between \$716,501 and \$1,876,501 with a preferred value of \$1,146,501.

While this is a value for a 100% acquisition we have not included a control premium in our valuation of Matsa because:

The effect of the totality of the offer is in fact a reverse take over of KBRL by the shareholders of Matsa, and
It is doubtful as to whether any control premium should be applied to a private company of this nature.

	Assessed Values
	Low \$	High \$	Preferred \$
Total mineral assets	1,220,000	2,380,000	1,650,000
Less;
Cost of exercising options for Walling Rock
and Chinaman Well Tenements	200,000	200,000	200,000
	1,020,000	2,180,000	1,450,000
Add:
Cash and cash equivalents	6,239	6,239	6,239
Trade and other receivables	65,170	65,170	65,170
Property, plant and equipment (non-mineral)	52,539	52,539	52,539
	126,948	126,948	126,948
Less:
Trade and other payables	81,140	81,140	81,140
Borrowings	349,307	349,307	349,307
	430,447	430,447	430,447
Total Net Asset Value	716,501	1,876,501	1,146,501

Source: William Buck analysis

Our range of fair values is wide relative to the dollar amounts involved but this is reflective of Matsa's assets primarily comprising mineral exploration assets. Mineral exploration assets are by their nature uncertain and their values include a greater amount of subjectivity than for producing mineral assets.

Valuation of Mineral Assets

Australia

In valuing Matsa's Australian mineral assets we engaged Zephyr Consulting Group Pty Ltd to provide an independent expert's report including a valuation of the 4 exploration projects. A copy of Zephyr's report is attached as Appendix 1 of this report.

A summary of the individual project valuations arrived at by Zephyr is detailed in the table below.

Matsa's Projects	Assessed Values
	Low \$	High \$	Preferred \$
Broad Arrow Project	940,000	1,890,000	1,330,000
Mt Vetters Project	25,000	34,000	30,000
Walling Rock Project	140,000	200,000	160,000
Chinaman Well	120,000	260,000	130,000
Total	1,220,000	2,380,000	1,650,000

Source: Independent Technical Expert's report South East Asia

Matsa's activities in South East Asia are still at a preliminary stage and no values have been assigned to these activities in arriving at our valuation of Matsa.

Valuation of Other Assets

The other assets and liabilities of Matsa have been included in our valuation at their book value at 30 September 2008, with the only adjustment being the reclassification of \$10,309 as receivable rather than capitalised expenditure.

9. Valuation of Consideration Offered by KRBL

As stated in the foregoing, we believe that market traded values of KBRL's shares is the appropriate method for determining the fair value of the KBRL shares to be issued.

In addition to the sustained downward trend of KBRL's volume weighted average share price another factor to be considered in determining a fair price of KBRL's shares is that, to the extent possible, the price should be free of the effects that the announcement of the Matsa acquisition on 15 August 2008 had on the KBRL share price.

Commonly used techniques to address this issue are to use a VWAP for a period immediately prior to the announcement to eliminate the effect of the announcement or to determine VWAP(s) for a period(s) that straddles the announcement date to average out the effect.

Using these techniques to determine a price of KBRL's shares for this exercise would however tend to artificially inflate the price, given the downward trend of the share price and the period of time since the announcement.

Our preference, in relation to KBRL, is to determine the apparent effect of the announcement on the share price at the time and use that as a maximum possible discount factor to a VWAP for a recent period of trading.

In the week post the announcement the KBRL share price immediately increased before continuing its trend downwards. Based upon a comparison of the VWAP in the week immediately before and the week immediately after the announcement, we believe that to the extent that there is any residual effect of the announcement in the current share price it will account for between 0.0% and 18.5% of the current share price.

We have selected the VWAP for the 3 weeks ended 24 October 2008 as reflecting the current market price of KBRL share price.

	Cumulative Volume	Share Price		Cumulative Volume as a % of shares:
	No.	High \$	Low \$	VWAP \$	Issued %	Listed %
1 week before the announcement	2,413,019	0.043	0.038	0.0411	1.4	1.9
1 week after the announcement	6,705,000	0.060	0.040	0.0487	3.8	5.3
3 week ended 24 October 2008	3,407,967	0.031	0.020	0.0260	1.9	1.9
Source: William Buck analysis

Based on this analysis, we believe that the current market value of KBRL's share price excluding the effect of the 15 August 2008 announcement is between 2.12 cent per share and 2.60 cents per share.

Options

It is also necessary for us to assess a value for the options that KBRL will issue as part of the consideration payable in the Proposed Transactions.

In the absence of comparable listed options for KBRL's shares from which to assess a value we have applied the Black Scholes option pricing model to assign a value to the options to be issued.

The assessed values using this model and the inputs used are detailed in the tables below.

	Acquisition	Executive Options		Underwriting
	Options	Tranche A	Tranche B	Options

Assessed value per option	\$0.007	\$0.007	\$0.007	\$0.007
Source: William Buck calculation

	Acquisition Options	Executive Options		Underwriting Options
		Tranche A	Tranche B
Valuation Inputs:
Grant date	27/11/08	27/11/08	27/11/08	27/11/08
Exercise price	\$0.07	\$0.07	\$0.10	\$0.07
Current share price	\$0.022	\$0.022	\$0.022	\$0.022
Expected option life	2.63 years	2.63 years	3.63 years	2.63 years
Volatility	94.97%	94.97%	86.47%	94.97%
Risk free interest rate	4.39%	4.39%	4.565%	4.39%
Dividend yield	0.0%	0.0%	0.0%	0.0%

If the Proposed Transactions are accepted by the shareholders of KBRL the assessed value of the options component that will be paid by KBRL is \$588,000.

	No. of options	Assessed value / option	Total value
		\$	\$
Acquisition options	20,000,000	0.007	140,000
Executive options – Tranche A	6,000,000	0.007	42,000
Executive options – Tranche B	30,000,000	0.007	210,000
			392,000

RASL options – Tranche A	3,000,000	0.007	21,000
RASL options – Tranche B	15,000,000	0.007	105,000
			126,000

Underwriting options	10,000,000	0.007	70,000

Total			\$588,000

10. The Merged Group

Ownership of the Merged Group

If the KBRL shareholders pass all the resolutions the possible resultant ownership structure of KBRL will be significantly influenced by two variables:

The as yet unknown details of the proposed underwritten capital raising(s). Clearly the amount of the capital raising(s), the issue price per share, the nature of the capital raising(s) undertaken and the extent to which the underwriters are required to subscribe to the capital raising(s) will all impact on the possible resultant ownership structure of KBRL.
The extent to which options granted pursuant to the Proposed Transactions are exercised.

Clearly, these variables, and in particular those relating to the proposed capital raising(s), provide for a range of possible outcomes or scenarios.

The table below details the ownership structure if KBRL's shareholders approve all the Proposed Transactions but prior to the effect of any capital raising(s). We have also included the effect of all the options contemplated by the Proposed Transactions being exercised.

	Shareholdings
	Prior to the Proposed Transactions		On Completion of the Proposed Transactions but Prior to Capital Raising(s) and Exercise of Options		Assuming all Options are Exercised
	No.'000	%	No.'000	%	No.'000	%
RASL	50,000	27.01	15,000	5.14	33,000	8.78
Other KBRL shareholders	131,030	70.81	131,030	44.87	131,030	34.85
P Poli	-	-	67,372	23.07	105,090	27.94
A Viner	1,000	0.55	46,228	15.83	66,410	17.66
Other Matsa shareholders	3,000	1.65	32,400	11.09	40,500	10.77
Total	185,030	100.00	292,030	100.00	376,030	100.00

Source: William Buck analysis

A capital raising by way of a rights issue whereby all shareholders take up their full entitlement will have no further dilution effect on the shareholders.

As explained above, there are a range of possible shareholding outcomes that could be determined by the particular capital raising terms and conditions adopted but the greatest dilution effect to the non associated KBRL shareholders is likely to result from a capital raising whereby:

No shareholders subscribed to a rights issue and the underwriter was required to subscribe for the full underwriting amount (ie \$1.5 million), or
Third parties subscribed for the full amount of a placement issue

Strategies for the Merged Group

Matsa has undertaken a diligence review of KBRL's projects and has stated the following as an indication of the principal project based strategies it envisages for the merged group going forward:

(a) Strategy – KBRL Projects

Norseman – High Priority

The Norseman Project is KBRL's principal asset:

1.4 million ounce gold resource with some exploration targets
Scoping Study indicates a marginal NPV of \$75M at an A\$950/ounce gold price

The project has intrinsic value and key activities planned to add further value are:

Critically analyse the potential for an alternative development scenario whereby a smaller high-grade reserve could be treated at the adjacent Norseman treatment facility. Technical work is insufficient to define this potential and if further work is positive then this creates a realisable value for the project at low capital cost.
Critically analyse the potential to reduce operating and capital costs used in the Scoping Study.
o Power costs may be materially reduced if gas can be sourced from the adjacent Goldfields-Esperance gas pipeline.
o The mining boom may be subsiding and contractor rates reducing continued review may offer material savings.
A thorough review of gold exploration targets within the existing project, focused on prioritising higher grade prospects. The aim of this is to define high-grade reserves that can be mined early in the project development life to payback capital earlier.
A review of regional gold prospectivity within 100km of the proposed process plant, with a view to locating prospects with high-grade potential that can be trucked via existing major road arteries.
A review of the potential for hematite or magnetite iron ore resources within the extensive Banded Iron Formation that hosts the Mt Henry gold resource.
A review of all other economic minerals and metals that have potential to occur within the project. Particular attention should be focused on potential to add value through utilisation of the proposed infrastructure for the gold development project.
Review the status of Norseman Gold PLC, who are operating the adjacent Norseman gold operation. Assess any potential for synergy of projects and potential risk, profit or development sharing which is value-adding to KBRL shareholders.

Clinker Hill – Low Priority

The Clinker Hill project is essentially a Nickel exploration project. Reasonably high exploration expenditure has failed to locate economic nickel mineralisation. Matsa would undertake the following;

• As no nickel expertise is present in the combined group, an expert nickel consultant will be asked to review the nickel potential.

If the review is positive then either continued exploration or a farm-out will be implemented depending on a risk assessment and potential to cheaply add further value.
If the review is negative then a farm-out or sale would be pursued for nickel minerals.
The Matsa review highlighted the presence of an extensive iron-sulphide rich mineralising system which appears to be the source of elevated copper (+/- gold). All historical and recent exploration information should be compiled into a GIS database and interpreted. A judgment should then be made as to whether any value from copper-gold may be possible.

Dunnsville – Moderate Priority

An interesting soil anomaly – Big Red, has been defined and partially drill-tested. Matsa would review the geology of this prospect from a local and regional prospectivity point of view. This type of target has the potential to add value with little further exploration expenditure.

If the next phase of exploration is unsuccessful then this project would be farmed out or sold.

(b) Strategy – Matsa Projects

Broad Arrow

This project is an advanced exploration project located adjacent to the 1.4 million Woodcutters gold project currently being mined by Norton Goldfields. Matsa has a two-fold aim here:

Drill known mineralisation to define small mineable reserves suitable for processing at Norton's Paddington processing plant.
Explore defined prospects and conceptual targets to locate additional gold resources.

The positive factor with this project is the location adjacent to an underutilised processing plant that makes any reserves quickly able to be mined producing early cash flow.

Mount Vetters

The geological setting is very similar to the Broad Arrow/ Woodcutters area. Exploration has located an isolated drill anomaly from limited drilling. This target offers an immediate prospect for drill testing. The key value opportunities are;

If drill testing shows the prospect is significant then step-out drilling can quickly follow and expand mineralisation.
If the prospect is confirmed then the remaining untested project area has a high potential for further gold mineralisation.

Should initial work be negative then this project would be sold or otherwise disposed of.

South East Asia

Matsa has spent 12 months establishing itself in a number of countries. Numerous contacts have been made and projects applied for. A patient focus on cheaply securing a quality project is the principle aim in this region. Primary strategy involves:

Securing a copper-gold project in Laos or Cambodia.
Potentially securing an industrial mineral project in Thailand with a view to quickly establishing a cash flow operation that can sustain the broader quest for a high quality 'company maker' copper-gold project.
Looking within Indonesia to secure a bulk commodity development opportunity. Matsa's partners have defined a number of coal and iron-nickel-cobalt projects for negotiation. Indonesia has a faster route to development than most countries, offering rapid development and cash flow.

Matsa's Overall Strategy for the Merged Group

Matsa's strategy can be summarised as follows;

Sell, drop or farm-out any tenement or project that cannot have value added through further expenditure.
Focus expenditure on prospects or ideas that have a high potential to add value.
Focus on commodities that have a rising or stable price outlook.
Focus on areas/regions where we have a competitive advantage.

11. Evaluation of the Proposal

From KBRL's perspective, a capital raising underwritten by Messrs Poli and Viner and the retirement of the convertible note debt are pivotal factors in the package of transactions being proposed. The underwriting of a capital raising will not proceed unless other transactions being put to shareholders for consideration are completed.

For these reasons our approach is, to the extent possible, to assess the fairness and reasonableness of the Proposed Transactions from the perspective of the non-associated shareholders as a package of transactions and not as transactions that shareholders can individually accept or reject.

Are the Proposed Transactions fair?

The fairness of what is proposed is assessed on the basis of whether the value of the consideration paid by KBRL is greater or less than the value of the benefit received for that consideration. This is a dollar value assessment and as such is restricted to the acquisition of Matsa by KBRL and the retirement of debt owing to RASL. These two transactions inextricably linked.

While the Transaction Agreement is worded such that the consideration payable for the acquisition of Matsa is 80 million KBRL shares and 20 million KBRL options we believe that, from the KBRL shareholders perspective, the consideration should also be assessed as including the additional Executive Options payable to Messrs Poli and Viner.

The package of Proposed Transactions is structured such that in order for KBRL to acquire Matsa, which KBRL must do to secure the underwriting of the capital raising(s) by Messrs Poli and Viner, then Messrs Poli and Viner must be appointed to the Board of KBRL. The Executive Options are therefore an additional cost associated with the acquisition of Matsa.

Furthermore, Matsa acquisition will not proceed without RASL's first agreeing with KRBL to convert its convertible notes at a substantial discount.

The other transactions are assessed in terms of their reasonableness and in the context of what is being proposed as a whole. Value of Matsa

We have valued Matsa as follows:

	Low \$	High \$	Preferred \$
Assessed value of Matsa	716,501	1,876,501	1,146,501

Source: William Buck analysis

Value of Benefit Provided by RASL

RASL AU LLC currently holds 12 convertible notes issued by KBRL. Each note has a face value of \$250,000 and is convertible to fully paid ordinary shares in KRBL on the basis of 2,500,000 shares per note on or before about 7 December 2009.

If the KBRL shareholders approve the proposition being put to them RASL will convert the 12 notes to 30,000,000 shares and forgo any unpaid interest owing on the notes. RASL will then sell these shares to Messrs Poli and Viner.

The Benefit to KBRL is:

Retirement of a \$3,000,000 debt (at a significant discount)
Forgiveness of a debt of outstanding interest payments (approximately \$397,000 as at 31 October 2008)

We have assessed the value of the benefit provided by RASL to KBRL as being \$3,397,000.

Value of Consideration Payable by KBRL

(a) Shares and Options

We have assessed the value of KBRL's shares as being between 2.60 cents per share and 2.12 cents per share, with a mid point of 2.36 cents per share.

Using the Black Scholes option valuation model we have valued all the options to be issued at \$0.007 per option.

(b) Recovery of Metro Energy Inc. Investment

RASL is currently acting on behalf of KRBL in relation to the possible recovery of an oil and gas related investment, in Metro Energy Group Inc., made by KBRL in the United States of America. To date RASL has not charged KBRL for its activities in relation to this matter.

KBRL is seeking to recover its investment of US\$3 million plus damages and costs, via its wholly owned subsidiary KAL Energy Inc., on a number of grounds including breach of contract, fraudulent inducement and breach of fiduciary duty. KBRL and its subsidiary companies have lodged a Plaintiff's Petition in the District Court of Creek County in the State of Oklahoma.

If the KBRL shareholders approve the proposal being put to them RASL will fund all future legal costs and expenses in relation to acting on behalf of KBRL to recover funds from Metro Energy Inc. and in any associated action or litigation.

In consideration for this, any funds recovered will be applied as follows:

Firstly, repaying all legal costs and expenses ('Legal Costs') incurred by RASL and KBRL on a pro-rata basis
Secondly, to the extent that any proceeds exceed the amount of the Legal Costs, RASL shall retain the balance

KBRL believes that if action for recovery is successful, and there is no certainty that it will be, then the recoverable amount in total would not exceed \$500,000 to \$1 million.

Based on the representations of KBRL we have assessed the value of the potential benefit to be provided to RASL as \$1 million.

Net Transaction Value

On the basis, we have valued the consideration payable by KBRL and the benefits to be received, as follows:

Assessed Value of the Consideration payable by	High	Preferred	Low
KBRL	\$	\$	\$
Payable to all the shareholders of Matsa
80 million fully paid ordinary KBRL shares	2,080,000	1,888,000	1,696,000
20 million acquisition options	140,000	140,000	140,000
	2,220,000	2,028,000	1,836,000
Executive's Options payable to Messrs Poli and Viner
6 million Tranche A options	42,000	42,000	42,000
30 million Tranche B options	210,000	210,000	210,000
Total payable for the Acquisition of Matsa	2,472,000	2,280,000	2,088,000

Payable to RASL
Options
3 million Tranche A options	21,000	21,000	21,000
15 million Tranche B options	105,000	105,000	105,000
Shares (on conversion of notes)
30,000,000 shares	780,000	708,000	636,000
Potential recovery of Metro Energy Inc. investment	1,000,000	1,000,000	1,000,000
Total Payable to RASL	1,906,000	1,834,000	1,762,000

Total Consideration Payable	4,378,000	4,114,000	3,850,000
Source: William Buck analysis

Assessed Value of the Benefits receivable by KBRL	High	Preferred	Low
	\$	\$	\$

Acquisition of 100% of the issued capital of Matsa	1,876,501	1,146,501	716,501
Retirement of Convertible Note debt	3,000,000	3,000,000	3,000,000
Forgiveness of accrued unpaid Interest on Convertible
Note	397,000	397,000	397,000
Total Value of Benefits Received	5,273,501	4,543,501	4,113,501

The value of the of the benefits of the Proposed Transactions to KBRL are greater than the consideration payable by KBRL by at least \$263,501 and at most by \$895,501, with a difference in the preferred valuations of \$429,501.

Based on this we believe that the Proposed Transactions are fair

Premium

We are specifically required to advise whether a premium would be paid by KBRL on the Proposed Transactions.

If the Proposed Transactions are considered and assessed as a whole there is no premium payable by KBRL as the value of the benefits received exceed the value of the consideration payable.

If the Matsa acquisition component of the Proposed Transactions is assessed in isolation, which we do not believe to be appropriate, the value of the shares and options payable by KBRL exceeds the assessed value of Matsa by at between \$1,371,499 and \$595,499. This difference represents a premium payable by KBRL.

Are the proposed transactions reasonable?

In assessing whether the Proposed Transactions are reasonable there are a number of other factors to consider. Some, though not all, of these matters are qualitative in nature.

(a) Cash Flow and Going Concern

We note the comments of the Company's auditor in their audit opinion of 30 September 2008 on KBRL's financial statements for the financial year ended 30 June 2008:

"Significant uncertainty regarding going concern

Without qualification to the opinion expressed above, attention is drawn to the following matter. As a result of matters referred to in Note 2 "Going Concern" to the financial statement, the ability of the Company to continue as a going concern and meet its planned and committed expenditures including exploration expenditures is dependent upon the Company raising further working capital. In the event that the Company cannot raise further working capital, the Company may not be able to pay its debts as and when they become due and payable. Should the Company be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts stated in the financial report. The financial report does not include any adjustments relating to the recovery and classification of recorded assets nor to the amounts and classification of liabilities that might be necessary should the entity not continue as a going concern." (Parenthesis added)

Based on KBRL's internal cash flow budgeting, unless the Company receives a near immediate cash injection it will be in a cash deficit position.

In the past few months the Company has been dependent on small placement capital raisings to meet its immediate cash requirements. Even with the \$250,000 interim funding draw down facility to be provided by Messrs Poli and Viner and RASL the Company's internal cash flow forecasts,

which provide for no mineral exploration and evaluation expenditure scheduled after October 2008, show the Company will be in need of additional cash injections from December 2008 / January 2009 onwards.

If the KBRL shareholders accept the proposal being put to them it is intended that the merged entity would then have access to the proceeds of a capital raising(s) underwritten to a maximum of \$1,500,000.

Such funds would be available for the cash requirements of the merged entity (ie KBRL and Matsa). The Matsa directors, including Messrs Poli and Viner who will become directors of KBRL, have provided us with merged entity Cash Flow projections showing that the amount of the capital raising should be sufficient to fund the merged entity for at least the next twelve months.

While the intention of Messrs Poli and Viner to underwrite a capital raising(s) has been documented in the Transaction Agreement between KBRL, RASL, Matsa and Messrs Poli and Viner, the intended underwriting is not unconditionally guaranteed. While a final Underwriting Agreement has not yet been entered into it is likely that the final Underwriting Agreement will contain termination clauses that are beyond the control of the Company, including:

"The S&P ASX 200 Index as determined at the close of trading falls to below 3,800 points at any time after the date of the EGM", and
"The New York Gold Bullion sell price of gold, as quoted by the "Australian Financial Review", falls below \$1,050 per once at any time after the date of the EGM"

While consideration of market conditions are not particularly unusual in underwriting agreements we note that since mid September 2008 the S&P ASX 200 Index has trended downward, falling below 4,000 points on a number of occasions during October 2008 and falling below though not closing below 3,800 points on 28 October 2008.

If the KBRL shareholders do not approve the proposal being put to them, the KBRL directors will consider their options and this includes placing KBRL in Administration. The KBRL directors are not aware of any other suitors for the Company or any other offers for consideration.

(b) Ownership Dilution of existing KBRL shareholders

If the KBRL shareholders approve the Proposed Transactions the ownership dilution effect on the existing shareholders of KBRL will be significant. This matter has been addressed in the foregoing under the heading of "Ownership of the Merged Group".

The non associated shareholders of KBRL hold 70.81% of the issued capital prior to the Proposed Transactions which will be reduces to 44.87% on completion of the Proposed Transaction but prior to any underwritten capital raising(s) and the exercising of options. If all options contemplated in the Proposed Transactions were exercised the non associated shareholders ownership would be further reduced to 34.85%.

The full dilution effect of the proposed underwritten capital raisings cannot be determined until the nature and amount of the capital raisings are determined and the issue price per share is set. Even then assumptions may need to be made in relation to matters such as the take up rate by existing shareholders if a rights issue capital raising is undertaken.

We note however, that for the maximum dilution to occur to KBRL's non associated shareholders the Company's share price would likely be at 10 cents per share or better to provide sufficient justification for the conversion of all the options issued pursuant to the Proposed Transactions.

(c) RASL to convert notes

In addition to the financially quantifiable considerations in relation to the note conversions, that have been addressed in our fairness assessment above, there are other benefits to this component of the Proposed Transactions:

Removal of a future interest obligation to December 2009, at 8% pa on the face value of the notes (ie \$240,000 pa)
Improved the net asset position of the Company by removing a fully secured liability of \$3,000,000 (plus accrued interest) from the balance sheet
Release of a fixed and floating charge over all the assets and undertakings of KBRL, that will initially allow the company to secure a \$250,000 interim funding facility, and thereafter allow the company to deal with its assets in other beneficial ways that it would otherwise not be permitted to do without the expressed permission of its creditor (ie RASL).

It is possible that carry forward tax deductions may be reduced due to the forgiveness of the debt on the convertible note and changes in ownership. We note however that KBRL would need to generate a significant amount of income before this potential reduction of tax deductions becomes an issue for the Company.

(d) RASL to sell 65 million shares to Messrs Poli and Viner

The transfer of these shares is an important component to two of the key parties participating in the proposed transaction.

This transaction enables Messrs Poli and Viner to acquire an interest in KBRL within the range they required so as to participate in the other proposed transactions. It also provides RASL with the opportunity to liquidate part of its large overall investment in KBRL, which it was looking to do.

From the non associated shareholders perspective:

It is a necessary component to facilitate the proposed overall outcome, including the underwritten capital raising(s) and the acquisition of Matsa
It has no dilution effect on the shareholdings of the non associated shareholders as it is an allocation of already issued shares between Messrs Poli and Viner and RASL
It does have the effect of contributing to a 38.9% interest in the Company that would be collectively held by Messrs Poli and Viner (prior to the exercise of options and the proposed underwritten capital raising(s))

(e) New Board of Directors

If the KBRL shareholders approve the proposition being put to them, Mr Paul Poli and Mr Andrew Viner, both of whom are directors of Matsa, will be appointed directors of KBRL. At that time the current directors of KBRL, except, Mr Michael Atkins, will resign as directors of KBRL. Terms of appointment for Messrs Poli and Viner have yet to be finalised.

The appointment of Mr Viner, a geologist, would introduce technical skill sets to the executive management team not present with the existing Board.

In the absence of further appointments to the Board Messrs Poli and Viner would be entitled to cast two of the maximum of three votes available to be cast at Board meetings.

(f) Projects

If the KBRL shareholders approve the proposition being put to them, the merged entity will hold a number of additional prospective exploration properties in Western Australia currently held by Matsa.

Some of these properties are contiguous with properties currently held by KBRL and, all things being equal, contiguous properties under common ownership should provide additional benefits in terms of value and economies of scale.

In relation to Matsa's principal mineral property, Broad Arrow, we note that while it has been independently valued for the purpose of this exercise at between \$940,000 and \$1,330,000, this property was only recently acquired by Matsa from KBRL for \$250,000 cash.

The merged entity would also be the recipient of Matsa's activities in South East Asia during the past 12 months. In addition to investing in the development of relationships with relevant parties and potential partners, developing an understanding of a number of South East Asian markets and assessing mineral opportunities Matsa has been granted some exploration rights in Cambodia, and has applied for exploration rights in Thailand and Laos. The directors of Matsa are in discussions with parties in relation to other potential opportunities in South East Asia.

Given the early stage of development of these activities we have not assigned a monetary value to Matsa's South East Asian activities for the purposes of this report.

(g) Underwriter's fee - options

In order to secure the underwriting for the proposed capital raising(s), KBRL must commit to paying an underwriter's fee to Messrs Poli and Viner of 10 million options, Also KBRL must also agree to reimburse the underwriter all reasonable costs associated with underwriting the proposed capital raisings including, but not limited to, the fees of a sub-underwriter.

As detailed in the foregoing we have assessed a value of \$70,000 to the 10 million options. These options equate to an underwriting fee of 4.67%, based on the maximum underwriting exposure to Messrs Poli and Viner of \$1.5 million. While a sub-underwriter has yet to be appointed and a resultant sub-underwriting fee negotiated, the parties had previously contemplated that the payment of a fee of 3% would be required to secure a sub-underwriter. On this basis the total underwriting fee would be in the order of 7.67% of the underwriting amount.

In normal circumstances a public listed company may expect to pay between say 4% and 7%. Accordingly a fee of 7.67% would be considered to be on the expensive end of a market range, however, difficult capital raisings can often command higher fees and given KBRL's current financial circumstances and the state of the financial markets generally at this time the underwriting of the proposed capital raising(s) would be likely to be considered as a difficult capital raising(s).

Considering this and KBRL's urgent need of cash, we consider the fee as a whole is probably at the expensive edge of the market range but not unreasonable. However, should it be necessary to pay a sub-underwriter more than 3% then, depending on the extent of that increased fee, such a fee may become unreasonable.

12. Conclusion

From KBRL's perspective the capital raising underwritten by Messrs Poli and Viner is one of the central issues of the Proposed Transactions. In order to secure the underwriting for the capital raising a number of the transactions being considered by shareholders must have been completed. Accordingly we have, to the extent possible, considered fairness and reasonableness of the Proposed Transactions as a whole.

In relation to the acquisition of Matsa we have assessed the value of Matsa and the value to KBRL of the related transaction with RASL that is necessary in order for KBRL to acquire Matsa. We have also assessed the value of the consideration payable by KBRL in order to acquire Matsa. In assessing the value of the consideration payable by KBRL we have included the value of the shares and options payable to the shareholder of Matsa, Messrs Poli and Viner and RASL, and granting RASL the right to the potential recovery of a KBRL investment in the USA, that KBRL has previously written off in full.

As the assessed value of the consideration payable by KBRL is less than the assessed value of the benefits KBRL will receive we believe the Proposed Transactions to be fair.

In considering the reasonableness of the Proposed Transactions we have considered the advantages and disadvantages of the individual transactions and assessed them as a whole. In doing so we have paid particular attention to KBRL's urgent need for a capital injection, the lack of alternatives available to KBRL, the retirement of the convertible note debt and the interrelated nature of the Proposed Transactions.

We believe that the when assessed as a whole, in KBRL's current circumstances, the Proposed Transactions to be reasonable.

On this basis, it is our opinion that the Proposed Transactions are both fair and reasonable.

13. Independence

William Buck Financial Services (WA) Pty Ltd is entitled to receive a fee of \$55,000 for the preparation of this report. Except for this fee, William Buck Financial Services (WA) Pty Ltd will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

Prior to accepting this engagement William Buck Financial Services (WA) Pty Ltd considered its independence with respect to KBRL, Matsa and Messrs Poli and Viner, and their respective associates. In our opinion, William Buck Financial Services (WA) Pty Ltd is independent of KBRL, Matsa, Messrs Poli and Viner and their respective associates.

A draft of this report has been provided to KBRL for confirmation of factual accuracy of its content. No significant changes have been made to our report as a result of this review.

William Buck Financial Services (WA) Pty Ltd has been indemnified by KBRL in respect of any claim arising from William Buck Financial Services (WA) Pty Ltd's reliance on information provided by KBRL, including the non provision of material information, in respect to the preparation of this report.

14. Qualifications

William Buck Financial Services (WA) Pty Ltd is wholly owned by William Buck Holdings (WA) Pty Ltd, a member of William Buck National, which has extensive experience in the provision of corporate finance advice, including advice in relation to takeovers, mergers and acquisitions.

William Buck Financial Services (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investments Commission for giving financial advice in relation to securities.

The persons specifically involved in the preparation of this report were Robin Judd (Director), Stephen Breihl (Director) and Mike Featherstone (Principal) who are experienced in the preparation of independent expert reports and valuations.

15. Disclaimers and Consents

This report has been prepared at the request of KBRL for inclusion in the Explanatory Memorandum which will be sent to all KBRL shareholders.

William Buck Financial Services (WA) Pty Ltd hereby consents to this report accompanying the above mentioned Explanatory Memorandum. Apart from such use, neither whole nor part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of William Buck Financial Services (WA) Pty Ltd.

William Buck Financial Services (WA) Pty Ltd takes no responsibility for the contents of the explanatory memorandum other than this report.

William Buck Financial Services (WA) Pty Ltd has not independently verified the information and explanations supplied to us, nor has it conducted anything in the nature of an audit of KBRL or Matsa. However, we have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld.

The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that William Buck Financial Services (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

Yours sincerely WILLIAM BUCK FINANCIAL SERVICES (WA) PTY LTD ABN 64 082 518 803

Robin Judd Director

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

INDEPENDENT TECHNICAL REVIEW of the MINERAL ASSETS of MATSA RESOURCES LIMITED Prepared by Zephyr Consulting Group Pty Ltd on behalf of: William Buck Financial Services (WA) Pty Ltd

Author: Ian Prentice, B.Sc.(Geol), GradDipAppFin (Sec Inst), MAusIMM, Director of Zephyr Consulting Group Pty Ltd

Date: 9 October 2008

		TABLE OF CONTENTS
1.		Introduction46
1.1.		Terms of Reference 46
1.2.		Qualifications, Experience and Independence 47
1.3.		Principal Sources of Information 47
2.		Technical Summary of the Matsa Resources Limited Mineral Assets48
2.1.		Broad Arrow Project 48
	2.1.1	Project Location48
	2.1.2	Tenure48
	2.1.3	Local Geology 49
	2.1.4	Previous Exploration 49
	2.1.5	Exploration Potential50
2.2.		Mt Vetters Project 52
	2.2.1	Project Location52
	2.2.2	Tenure52
	2.2.3	Local Geology 52
	2.2.4	Previous Exploration 52
	2.2.5	Exploration Potential53
2.3.		Walling Rock Project 54
	2.3.1	Project Location54
	2.3.2	Tenure54
	2.3.3	Local Geology 54
	2.3.4	Previous Exploration 55
	2.3.5	Exploration Potential57
2.4.		Chinaman Well Project 57
	2.4.1	PROJECT LOCATION57
	2.4.2	TENURE 57
	2.4.3	LOCAL GEOLOGY 57
	2.4.4	PREVIOUS EXPLORATION58
	2.4.5	EXPLORATION POTENTIAL 58
3.		TECHNICAL VALUATION BACKGROUND 59
3.1.		VALUATION METHODS 59
4. 4.1.		VALUATION OF THE MATSA RESOURCES LIMITED MINERAL ASSETS61 BROAD ARROW PROJECT 61
	4.1.1	RESOURCES61
	4.1.2	EXPLORATION POTENTIAL 61
	4.1.3	VALUATION SUMMARY62
4.2.		MT VETTERS PROJECT 62
	4.2.1	EXPLORATION POTENTIAL 62
4.3.		WALLING ROCK PROJECT 63
	4.3.1	EXPLORATION POTENTIAL 63
4.4.		CHINAMAN WELL PROJECT 63
	4.4.1	EXPLORATION POTENTIAL 63
4.5.		VALUATION SUMMARY 64
5.		PRINCIPAL SOURCES OF INFORMATION65
6.		Appendix 167

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

Table of Figures and Tables

Figure 1 - Eastern Goldfields Regional Geology and Project Location 43
Figure 2 - Broad Arrow Project Summary Map 51
Figure 3 – Mt Vetters Project Summary Map 53
Figure 4 - Walling Rock Project Summary Map 56

Table 1- Broad Arrow Project Valuation Summary 62


Table 2 - Matsa Resources Limited Mineral Assets Valuation Summary 64

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

Executive Summary

This independent technical report has been prepared at the request of William Buck Finacial Services (WA) Pty Ltd ("William Buck") to provide an opinion as to the present value of the mineral assets of Matsa Resources Pty Ltd ("Matsa"). William Buck has been engaged by Kalgoorlie Boulder Resources Limited ("KBRL") to prepare an Independent Expert's Report in relation to KBRL's proposed acquisition of Matsa.

Matsa either owns or has options to purchase a group of tenements in the Eastern Goldfields of Western Australia which form four project areas; Broad Arrow, Mt Vetters, Walling Rock and Chinaman Well. The Broad Arrow and Mt Vetters projects are located within the highly productive Kalgoorlie Terrane, Walling Rock covers an under explored greenstone belt on the eastern margin of the Southern Cross province and the Chinaman Well project covers an interpreted remnant greenstone belt on the western edge of the Agnew – Wiluna greenstone belt adjacent to the regionally significant Ida Fault.

Figure 1 - Eastern Goldfields Regional Geology and Project Location

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

The Eastern Goldfields province of the Archaean Yilgarn Craton (the Norseman – Wiluna belt) in Western Australia is host to globally significant gold and nickel deposits, including Kalgoorlie's Golden Mile (gold), Kambalda's St Ives camp (gold), Norseman (gold), Kambalda (nickel) and Mt Keith (nickel). This province makes up the eastern third of the Archaean Yilgarn Craton and is bound to the west by the Ida Fault (in the Menzies – Coolgardie area), an east dipping crustal scale structure. The older Southern Cross province is located to the west of the Eastern Goldfields province.

The Broad Arrow and Mt Vetters projects are prospective for granitoid hosted gold mineralisation, such as the currently producing Havana – Suva deposits adjacent to Matsa's Broad Arrow project (not contained within Matsa's landholding), and also have scope for palaeo channel associated mineralisation. The Broad Arrow project also covers part of the highly mineralised Bardoc Tectonic Zone.

Exploration by previous tenement holders in the greater Broad Arrow area defined a combined pre depletion 949,000 ounce granitoid hosted resource, consisting of 694,000 ounces within the Havana – Suva deposits (AMX Resources NL, 10Mt at 2.16g/t using a 0.8g/t lower cut off) plus a number of satellite resources at Oriental, London and Jakarta and 255,000 ounces within the Federal deposit (Centaur Mining & Exploration Limited, 2.1Mt at 3.82g/t). The London prospect and a series of partly tested geochemical and geological targets defined by previous explorers are located within Matsa's Broad Arrow project.

The Walling Rock project covers the south western edge of the under explored Illaara greenstone belt, which is interpreted to be on the eastern margin of the Southern Cross province. From east to west the Illaara greenstone belt consist of sandstone, quartzite and banded iron formation, overlain by tholeiitic to komatiitic basalt and ultramafic and an upper sequence of felsic to intermediate volcanic and volcaniclastic rocks. A sequence of tholeiitic basalt with minor chert, banded iron formation and shale bands is located on the western side of the belt. The Walling Rock project is considered prospective for gold, base metals and iron ore.

Limited previous exploration in the Walling Rock project area has defined some low order geochemical anomalies, located a series of shallow historical "diggings and identified a small banded iron ridge prospective for hematite mineralisation.

The Chinaman Well project is situated on the western edge of the Agnew – Wiluna belt within the Agnew Domain, adjacent to the Ida Fault, and covers an interpreted remnant greenstone belt. This project is at an early stage of exploration but is prospective for base metal and gold mineralisation.

Exploration by previous operators focused on a gossan sequence in the centre of the project area, with limited RC drilling returning a range of generally weakly anomalous base metal intersections.

Matsa is also assessing opportunities in South East Asia, having entered in to agreements with local partners to assess joint venture and acquisition opportunities in Laos, Thailand

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and Cambodia. The review of project opportunities in South East Asia has not been included in the scope of this report.

The valuation of the Matsa mineral assets based on a 100% equity interest in the various assets is provided in the table below. Zephyr has not determined the level of interest of each asset owned by Matsa and as such the individual valuations may require adjustment for the actual or deemed interest owned by Matsa in each case. The valuations are expressed in Australian dollars (A\$) unless otherwise stated.

Matsa Resource Limited Valuation Summary
	(as at 9 October 2008)
Low (\$m) High (\$m) Preferred (\$m)
Broad Arrow Project	0.94	1.89	1.33
Mt Vetters Project	0.025	0.034	0.03
Walling Rock Project	0.14	0.20	0.16
Chinaman Well Project	0.12	0.26	0.13
TOTAL	1.22	2.38	1.65

The value of the 100% interest in Matsa's mineral assets is considered to lie in a range from \$1.2 million to \$2.4 million, with Zephyr selecting a preferred technical value of \$1.6 million.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

1. INTRODUCTION

TERMS OF REFERENCE

Zephyr Consulting Group Pty Ltd ("Zephyr") has been commissioned by William Buck WA ("William Buck") to provide an independent technical report ("ITR") on the mineral assets of Matsa Resources Pty Ltd ("Matsa") as part of an Independent Expert's Report William Buck is preparing for Kalgoorlie Boulder Resources Limited ("KBRL"). KBRL has entered in to a transaction with Matsa whereby KBRL is proposing to wholly acquire Matsa.

As part of the ITR, Zephyr will provide an opinion as to the value of the Matsa mineral assets. This valuation has been prepared in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports ("The VALMIN Code"), 2005 edition. Where mineral resources have been referred to in this Report, the classifications are consistent with the Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code"), prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, effective December 2004.

The valuations expressed in the ITR are valid as at the valuation date, being 9 October 2008, and may vary with time. All dollar values included in the report are in Australian dollars (A\$) unless otherwise stated.

Zephyr has not been requested to provide comment on the fairness or reasonableness of the transaction contemplated and has therefore not offered any opinion on these matters.

Zephyr has based its report on information provided by Matsa, KBRL and William Buck, as well as investigations of all public domain data that may have relevance to the review of the mineral assets. Zephyr is not aware of any material data not disclosed by any of the above mentioned parties and is not responsible for the exclusion of any such data in this report. A final draft of this report has been provided to William Buck for verification prior to publication.

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QUALIFICATIONS, EXPERIENCE AND INDEPENDENCE

Zephyr is an independent privately owned consulting firm providing exploration management and project assessment services to the Australian minerals industry.

The author, Ian Prentice, is a geologist with over 20 years experience in exploration and mining geology and property evaluation. He is a Director of Zephyr and a Member of the Australasian Institute of Mining and Metallurgy ("AusIMM") and has the appropriate relevant qualifications, experience, competence and independence to be considered as an "Expert" and "Competent Person" under the VALMIN and JORC Codes respectively.

Zephyr, its employees and associates are not, nor intend to be directors, officers or other direct employees of KBRL or Matsa and have no material interest in the Projects, KBRL or Matsa.

PRINCIPAL SOURCES OF INFORMATION

The statements and opinion contained in this report are given in good faith and this review is based on information provided by the title holders, along with technical reports by consultants, previous tenements holders and other relevant published and unpublished data for the area. Zephyr has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based.

A listing of the principal sources of information is included in Section 5 of this report.

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2. TECHNICAL SUMMARY OF THE MATSA RESOURCES LIMITED MINERAL ASSETS

Matsa is also assessing opportunities in South East Asia, having entered in to agreements with local partners to assess joint venture and acquisition opportunities in Laos, Thailand and Cambodia. The review of project opportunities in South East Asia has not been included in the scope of this report.

BROAD ARROW PROJECT

Project Location

The Broad Arrow project is located about 35 kilometres north of Kalgoorlie and to the east of the Kalgoorlie – Wiluna highway. The Paddington Gold Mine treatment plant, owned and operated by Norton Gold Fields Limited, and the historic Broad Arrow gold mining centre are located approximately 5 kilometres west of the eastern edge of the project. Access is north from Kalgoorlie on the Kalgoorlie – Wiluna highway, then east along the Havana/Suva haul road, with access within the project area on established tracks and grid lines.

Tenure

The Broad Arrow project is made up of a series of granted prospecting licences, a single granted mining lease, prospecting licence applications and mining lease applications covering a contiguous area of over 50km2.

The tenements consist of 4 mining leases (one granted and 3 applications) and 36 prospecting licences, of which 6 have expired and are subject to conversion to mining leases, 4 are applications and 26 are granted with expiries between January 2010 and September 2012.

The annual expenditure commitment on the currently granted tenements is \$204,520 and the tenement rental is \$12,012. A detailed tenement schedule is presented in Appendix 1.

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Local Geology

The Broad Arrow project is on the western edge of the Kalgoorlie Terrane of the Norseman – Wiluna belt along the eastern margin of the highly mineralised Bardoc Tectonic Zone (BTZ). The project is situated within the Boorara Domain of the Kalgoorlie Terrane and covers the Broad Arrow – Menzies greenstone belt within the BTZ on the western side and the Scotia – Kanowna Dome monzogranite in the central and eastern portions.

The greenstone sequence of the western portion of the project area consists of a generally strongly deformed package of acid to intermediate volcaniclastic rocks interleaved with mafic and ultramafic rocks and minor interflow sediments. The area is characterised by a number of low ridges and relatively good outcrop.

This portion of the project hosts a large number of historical shallow gold workings, with mineralisation generally associated with quartz veining within shear zones of varying orientations ranging from east – north east, north – north west (i.e. parallel to the greenstone – monzogranite contact) and east – west.

Exposure of the Scotia – Kanowna Dome monzogranite is rare within the project area, with generally flat sandy plains dominant. This granitoid complex is 60 kilometres long and 12 kilometres wide and is situated in the core of the Scotia – Kanowna Anticline. The complex consists of several separate intrusions. Depth of weathering is variable and generally ranges from 40m to 70m.

Prior to the late 1990's only limited occurrences of gold mineralisation associated with generally narrow quartz lodes had been identified within the granitoid complex, such as the Oriental workings to the north of the project area. Subsequent exploration has identified broader zones of gold mineralisation within the granitoid, with mineralisation variably associated with laterites, supergene oxide and disseminated primary with quartz veining and sulphides. The Federal and Havana/Suva deposits to the north east of the project area are examples of mineralisation within the granitoids, with mineralisation structurally controlled by a set of brittle fractures. Norton Gold Fields Limited is currently mining the Havana deposit. A number of zones of granitoid hosted mineralisation have been identified within the Broad Arrow project, including London, Madrid and Karachi.

Previous Exploration

Previous exploration of the Broad Arrow project can be divided in to that completed on the western (greenstone) portion and that completed on the central and eastern portions (granitoid).

The western portion of the project area contains a large number of shallow historical workings, the more significant of these being Six Boys (Allen's Find), Sunday Eve and Blue Shaft. Modern exploration in this area commenced in the early to mid 1980's, with the area previously explored / developed by local prospectors.

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Samantha Exploration (1984) and BHP Minerals Exploration (1987 – 1989) carried out drilling programs in the area, largely focused on the Six Boys and Sunday Eve prospects. BHP also completed a north south line of holes (holes drilled at 60° to the east) at the Western Shear prospect located between Blue Shaft and Sunday Eve. In 1992 – 1993 MMC Management conducted drilling of the Six Boys and Sunday Eve prospects (amongst others) looking for potential oxide ore for the nearby Broad Arrow mill.

Modern recorded gold exploration in the central and eastern portion of the project commenced in the mid 1990's when AMX Resources acquired ownership of the project it referred to as Golden Cities. AMX Resources completed systematic surface sampling across the project area on various grids and spacings, with samples analysed for a suite of 32 elements, including Au, Ag, As, Cr, Pb, and Zn. This work defined gold in soil anomalies at London, Karachi, Munich, Madrid, Rome and Athens within the Broad Arrow project area. It also defined the Havana, Suva and Jakarta anomalies which occur to the north and north east of the project area.

AMX Resources defined gold – in – granitoid resources within 5 deposits across its Golden Cities project. The Havana – Suva deposits, which are outside the Broad Arrow project area, were the largest of these accounting for 694,000 ounces pre mining depletion (10Mt at 2.1g/t using a 0.8g/t lower cut off). The London deposit, located within the Broad Arrow project area, hosts an estimated indicated and inferred resource of 443,000 tonnes at 1.9g/t (sectional polygonal method, no top cut applied).

Various stages of follow up exploration, ranging from infill surface sampling through to RAB and RC drilling, were completed by AMX Resources at the Karachi, Munich, Madrid, Rome and Athens prospects.

Exploration Potential

The Broad Arrow project is in the Kalgoorlie region of the Norseman – Wiluna greenstone belt, a region with a history of significant gold discovery and production. There are a number of modern gold production centres adjacent to the project area, including the currently operating Paddington Gold Mine treatment plant and the Havana/Suva open cut mining operation.

The project covers the eastern portion of the greenstone sequence that hosts the Paddington Gold Mine plus many other gold deposits and the monzogranite unit that hosts the Havana/Suva and Federal deposits, amongst others.

Previous explorers have identified zones of gold mineralisation and geochemical anomalism within the greenstone sequence that warrant further investigation, including the modest sized, high grade mineralisation at Six Boys and Sunday Eve plus largely untested anomalies at Western Shear, east of Blue Shaft and south east of Six Boys.

Recent exploration within the monzogranite unit has identified a range of anomalies, some of which have returned significant drill intersections, such as London and Munich. These zones require further drilling whilst a series of partially tested geochemical anomalies require further exploration.

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Matsa has also identified a series of potential palaeo drainage channels within the Broad Arrow project area, based on the review of previous explorers drilling. These channels are largely untested and represent a setting prospective for gold mineralisation, as demonstrated elsewhere in the Eastern Goldfields

Opportunity exists for the identification and/or extension of gold mineralisation in a number of geological settings at the Broad Arrow project through systematic modern exploration and assessment of previous explorers' results. This project is at a relatively advanced stage of exploration, with zones of mineralisation defined and a number of drill ready targets identified, providing scope for the potential definition of resources in the short to medium term.

Figure 2 - Broad Arrow Project Summary Map

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MT VETTERS PROJECT

Project Location

The Mt Vetters project is located approximately 45 kilometres north west of Kalgoorlie and five kilometres north east of the Cawse nickel laterite mine. Access is via the Kalgoorlie – Wiluna highway to Broad Arrow, then west along the Ora Banda road and north along haul roads and station tracks in to the project area.

Tenure

The Mt Vetters project consists of a single granted exploration licence which covers an area of 64.4km2. The annual expenditure commitment is \$21,000 and the tenement rental is \$3,719.10. A detailed tenement schedule is presented in Appendix 1.

Local Geology

The Mt Vetters project is located on the southern portion of the Cawse Monzogranite and undifferentiated granitoids, which is bound to the west by the Ora Banda greenstone belt and to the east by the BTZ. The axis of the Mount Pleasant Anticline is interpreted to pass through the middle of the project area and there are a number of east – west trending Proterozoic dykes crossing the tenement.

The area is predominantly covered by varying depths of alluvium, with minor granite subcrop in the north east. A broad drainage / flood plain system, with a south to north flow direction, dominates the central portion of the tenement and there is interpreted palaeo drainage to the north east of this system, based on limited drill data.

Previous Exploration

There has been limited previous exploration in the area of the Mt Vetters project, with Centaur Mining and Exploration Limited (CMEL) holding the tenement from 1993 as part of its Cawse project.

CMEL acquired, reprocessed and reinterpreted multi – client aeromagnetic and radiometric data in 1993 and flew a helicopter borne EM and magnetic survey at 50m line spacing over the complete Cawse project area in July 1999. This data was predominantly used to conduct a study on structural and regolith controls on nickel – cobalt mineralisation on areas adjacent to the Mt Vetters project.

In the period from early 1997 to early 1998 CMEL completed a series of drilling programs targeting gold – in – granite within Matsa's project area, with 119 holes drilled. This drilling identified a broad anomalous zone at Round Dam with results of up to 7m at 2.3g/t from 35m. Adjacent RAB holes drilled 200m to north and south, returned only weakly anomalous values of 0.3g/t and 0.4g/t. Follow up aircore drilling returned intersections of up to 1m at 1.83g/t from 36m and 3m at 0.28g/t from 36m.

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Figure 3 – Mt Vetters Project Summary Map

Exploration Potential

The Mt Vetters project is in the Kalgoorlie region of the Norseman – Wiluna greenstone belt in a district with a history of gold and nickel production, with the Cawse nickel laterite mine located to the south west of the project area. The project covers the southern portion of the Cawse Monzogranite and is covered by varying depths of alluvium.

Limited previous exploration has been completed in the project area, with the extensive cover restricting the effectiveness of prospecting and surface sampling. The broad spaced drilling that has been completed in the project area was successful in identifying anomalous gold associated with granite under cover.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

There is potential for the Mt Vetters project area to host gold – in – granite style mineralisation similar to that known in the area of the Broad Arrow project; however the extensive cover masks any potential surface geochemical response. Modern exploration, incorporating geophysics, would assist in identifying suitable structural settings beneath the cover, based on knowledge gained from the Broad Arrow area. This work would be followed by drill testing of specific targets generated, plus the previously drill identified anomalous gold zone.

Geophysics, combined with broad spaced drill testing, would also assist in defining any potential palaeo drainage channels in the project area. Follow up aircore and/or RC drilling would be required to test the channels identified.

Opportunity exists for the identification of gold – in – granite and/or palaeo channel style mineralisation at the Mt Vetters project, albeit that this project is at an early stage of exploration with only limited gold anomalism identified to date.

WALLING ROCK PROJECT

Project Location

The Walling Rock project is located approximately 90 kilometres west of Menzies, a gold mining centre to the north of Kalgoorlie. Access is via the unsealed Menzies – Evanston road past the Riverina mining centre to Hospital Rocks, then 30km north on a graded track to the southern edge of the project area.

Tenure

The Walling Rock project consists of two exploration licences which were granted in mid 2005 and cover a combined area of 80km2. The annual expenditure commitment on the tenements is \$59,000 and the tenement rental is \$5,135.90. A detailed tenement schedule is presented in Appendix 1.

Local Geology

The Walling Rock project is located on the south western portion of the Illaara greenstone belt, which is interpreted to be on the eastern margin of the Southern Cross province. The Illaara greenstone belt, which has a strike length of over 200 kilometres, consists of sandstone, quartzite and banded iron formation in the east, overlain by tholeiitic to komatiitic basalt and ultramafic and an upper sequence of felsic to intermediate volcanic and volcaniclastic rocks. A sequence of tholeiitic basalt with minor chert, banded iron formation and shale bands is located on the western side of the belt.

The geology of the project area is dominated by west dipping, north – north – west trending tholeiitic basalts and ultramafics, with bands of ferruginous chert and sheared meta sediment as narrow interflow horizons and variable banded iron formation occurrences. The granite greenstone contact runs along the western margin of the project area. The regolith in the project area ranges from outcrop – subcrop of fresh to weakly

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

weathered basalts through to areas of aeolian sand dune cover of some 5 – 10m, with the weathering profile extending to greater than 70m in the areas of cover.

Previous Exploration

The Walling Rock area was subject to nickel exploration by various parties in the 1960's and 1970's, however modern exploration didn't commence in the area until the mid 1980's with BHP Minerals and CRA Exploration conducting various phases of gold and base metal exploration.

BHP Minerals conducted geological mapping and rock chip sampling across the greenstone belt in the mid 1980's which identified a number of gossans. In the late 1980's and early 1990's CRA Exploration acquired airborne geophysical data and conducted field mapping which identified structures and lithologies suitable for gold mineralisation in the southern half of the Illaara greenstone belt. Auger sampling was used to test some of these targets; two of which (Area 1 and Area 2) are located on or adjacent to the project area.

In the mid 1990's Golden State Resources NL conducted exploration across the Walling Rock project area, using vacuum soil sampling to identify the Delta South prospect, which was partially tested with a single line of RAB drilling consisting of 18 shallow holes. Recent exploration activity has identified a series of shallow historical "diggings" in the south of the project area, with mineralisation associated with bands of ferruginous chert and / or sheared meta sediment within tholeiitic basalt. This work has also identified a small banded iron ridge on the southern boundary of the project area which has returned rock chip results in excess of 60% Fe in hematite ironstones at the Sigma prospect.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

Figure 4 - Walling Rock Project Summary Map

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

Exploration Potential

Walling Rock, located on the eastern margin of the Southern Cross province, covers the south western portion of the relatively under explored Illaara greenstone belt. Exposure in this portion of the greenstone belt ranges from outcrop of fresh basalts through to areas of aeolian sand dune cover.

Previous exploration in the area has largely focused on the areas of cover, identifying large low order gold geochemical anomalism through wide spaced vacuum drilling. There has been limited follow up exploration on these anomalies. More recent exploration in the region has focused on the iron ore potential of banded iron formations within the greenstone belt, with at least one small banded iron formation outcrop identified in the project area.

Follow up drilling, combined with review/reinterpretation of available geophysical data, is warranted to fully evaluate the potential of the low order gold geochemical anomalism. In addition, review of the geophysical data in the area of the banded iron formation outcrop is required to assess potential for this zone to continue under cover to the north.

Opportunity exists at the Walling Rock project for the identification of "blind" gold mineralisation associated with weathered/altered basalts under aeolian sand dune cover via the use of systematic modern exploration. This project is at a relatively early stage of exploration; however there is sufficient indication of the presence of mineralisation to warrant further exploration.

CHINAMAN WELL PROJECT

PROJECT LOCATION

The Chinaman Well project is located approximately 15 kilometres west of the Agnew gold mining centre in the North Eastern Goldfields, about 320 kilometres north of Kalgoorlie. Access is via the sealed Agnew – Sandstone road in to the northern portion of the project, then on station tracks and disused roads within the project area.

TENURE

The Chinaman Well project consists of a single exploration licence which was granted in July 2005. The annual expenditure commitment is \$30,000 and the tenement rental is \$1948.10. A detailed tenement schedule is presented in Appendix 1.

LOCAL GEOLOGY

The Chinaman Well project is located on the western edge of the Agnew – Wiluna greenstone belt between the interpreted northern extension of the Ida Fault and the Waroonga Shear. The project covers the interpreted remnants of a greenstone belt that has been intruded by granite and gneiss.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

The greenstones are represented as semi continuous silica poor banded iron formations, with small outcrops of ultramafic, mafic amphibolite and felsic volcanics separated by weathered granite / granitic gneiss. The greenstones strike in a generally northerly direction, with minor folding in the banded iron formations and shearing with associated quartz veining at the contacts.

The northern third of the project is covered by a laterite profile, ranging through to outcrop – subcrop of banded iron and gossanous material in the centre and areas of sand dune cover over a variably stripped profile in the south.

PREVIOUS EXPLORATION

The Chinaman Well project has been subjected to limited previous exploration with evidence of limited nickel exploration from the 1970's / 1980's. There are no known historic workings in the project area.

Modern exploration has been conducted from 2003 with geological mapping, surface sampling / prospecting, acquisition of satellite imagery and limited drilling. This work identified a gossan sequence in the central portion of the project area. The gossan was partially tested with limited RC drilling. Only limited exploration has been completed to the north and south of the project area with the interpreted covered greenstone sequence remaining largely untested.

EXPLORATION POTENTIAL

Chinaman Well is situated on the western edge of the Agnew – Wiluna greenstone belt and covers the interpreted remnants of a greenstone belt which has been intruded by granite and gneiss.

Exploration by previous operators has focused on a gossan sequence in the centre of the project area, with limited RC drilling returning a range of generally weakly anomalous base metal intersections. There has been very little exploration completed along strike from the gossan sequence, although magnetics indicate the potential that the remnant greenstone extends under cover to the north and south.

A review of the results from the gossan drilling is required with a view to conducting follow up drilling, particularly to the north of the area tested to date. In addition the magnetic anomaly to the north and south warrants further investigation, incorporating review of the geophysical data and assessment of the regolith followed by systematic surface sampling.

Chinaman Well is at a very early stage of exploration however there is the opportunity for the identification of base metal mineralisation immediately along strike from the known gossan. There is also scope for the discovery of mineralisation within the covered remnant greenstone belt, albeit there has been little encouragement from the limited work completed by previous explorers.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

3. TECHNICAL VALUATION BACKGROUND

VALUATION METHODS

There are a range of recognised methods used in valuing mineral assets, with the selection of the most appropriate method dependent on a number of factors, including the type and quantity of information available and the relative stage of the mineral asset. The VALMIN Code defines the various stages of mineral assets as:

Exploration Areas – properties where mineralisation may or may not have been identified, but where a mineral resource has not been identified

Advanced Exploration Areas – properties where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation. A resource estimate may or may not have been made but sufficient work will have been undertaken to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more of the prospects to the resource category.

Pre–Development Projects – properties where mineral resources have been identified and their extent estimated but where a decision to proceed with development has not been made.

Development Projects – properties for which a decision has been made to proceed with construction and/or production, but which are not yet commissioned or are not yet operating at design levels.

Operating Mines – properties that have been commissioned and are in production.

The range of recognised valuation methods are designed to provide the most accurate estimate of the asset value in each of these stages. In some instances a mineral property may include assets that fall under more than one of these stages.

Regardless of valuation method used, the consideration must reflect the perceived "fair market value", being "the estimated amount of money, or the cash equivalent, for which in the opinion of the Expert reached in accordance with the provisions of the VALMIN Code, the mineral asset should change hands on the valuation date between a willing buyer and a willing seller in an arms length transaction, wherein each party has acted knowledgeably, prudently and without compulsion".

For Pre-Development, Development and Operating Mine Projects where measured and indicated resources (and/or proven and probable reserves) have been estimated, and mining and processing considerations are known or can reasonably be determined, valuations can be derived by developing a discounted cashflow ("DCF") and determining the net present value ("NPV") of the project.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

Where mineral resources are in the inferred category, indicating that the use of mining and processing considerations is not possible, the use of DCF and NPV is not appropriate. In this situation it can be appropriate to use the in-situ resource ("Benchmark") method to value the asset. This method involves the use of a heavily discounted value of the contained in-situ metal, usually in the range of 2 – 4.5% of the metal price at the time of valuation. This range may vary subject to a series of factors such as proximity to processing facilities, infrastructure, physiography and geometry of the mineralisation.

The potential of Exploration and Advanced Exploration Areas is speculative compared to projects which contain estimated mineral resources, making valuation of these assets more dependent on the informed, professional opinion of the valuer.

An appropriate valuation technique where previous and committed future exploration expenditure is known or can be estimated is the Multiple of Exploration Expenditure ("MEE") method. This involves applying a discount or premium to the past and committed future expenditure, known as the Effective Base ("EB"), by the use of a Prospectivity Enhancement Multiplier ("PEM") which relates to the success of previous exploration and an assessment of the future potential of the asset.

Sale transactions relating to mineral assets of a similar nature to the asset being valued can be used to assist in confirming the findings of the MEE method, subject to the sale being on an "arms length" basis in accordance with the VALMIN Code.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

4. VALUATION OF THE MATSA RESOURCES LIMITED MINERAL ASSETS

The following valuations of the Matsa mineral assets are based on a 100% equity interest in the various assets. Zephyr has not determined the level of interest of each asset owned by Matsa and as such the individual valuations may require adjustment for the actual or deemed interest owned by Matsa in each case.

BROAD ARROW PROJECT

RESOURCES

It has been decided to value the resources within the Broad Arrow project using the Benchmark method, which discounts the in ground value of the metal contained within the resource using a range of 2 – 4.5% of the metal price at the valuation date.

The Broad Arrow project contains a resource at the London deposit, consisting of an estimated indicated and inferred resource of 443,000 tonnes at 1.9g/t for 27,061 ounces. This resource is JORC compliant as estimated by previous tenement holder AMX Resources. The resource is relatively low grade, however the proximity to processing facilities and the Havana-Suva and Federal deposits, which have geological similarities to London and have been exploited in recent times, have resulted in a preferred value in the lower middle portion of the valuation range.

Based on the closing spot gold price on 9 October 2008 of approximately \$1,270/oz a range of values from \$0.69 million to \$1.55 million has been estimated. A preferred value of \$1.03 million has been selected being in the lower middle of the valuation range.

EXPLORATION POTENTIAL

In valuing the exploration potential of the Broad Arrow project it has been decided to apply the MEE method. Exploration expenditure since early 2006 for the Broad Arrow project as far as has been reasonably ascertained is approximately \$0.17 million (the applicable EB). This excludes a large amount of exploration expenditure undertaken on the project by AMX Resources from the mid 1990's until the early 2000's, which accounted for the definition of the majority of the known exploration targets. The majority of the recent exploration expenditure has been related to regional surveys and confirmation of the previously defined exploration targets.

The majority of the exploration work completed is considered to have been effective. It is considered that there is reasonable likelihood that further gold discoveries will be made given the continuation of systematic exploration activities. As such it has been decided to apply a PEM range of 1.5 to 2.0, indicating that every dollar spent on regional exploration has returned between \$1.50 and \$2.00 in value.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

Using the range of PEM's from 1.5 to 2.0 and an EB of \$0.17 million derives a valuation range for the exploration potential of the Broad Arrow project of \$0.25 to \$0.34 million. The selected preferred value of \$0.30 million reflects the significant exploration potential of the project area and its proximity to processing facilities.

VALUATION SUMMARY

The valuation ranges for the Broad Arrow project on a 100% equity basis are summarised in Table 1.

	Low (\$m)	High (\$m)	Preferred (\$m)
Broad Arrow Resources	0.69	1.55	1.03
Broad Arrow Exploration	0.25	0.34	0.30
TOTAL	0.94	1.89	1.33

Table 1- Broad Arrow Project Valuation Summary

MT VETTERS PROJECT

EXPLORATION POTENTIAL

In valuing the exploration potential of the Mt Vetters project it has been decided to apply the MEE method. Exploration expenditure since 2006 for the Mt Vetters project as far as has been reasonably ascertained is approximately \$21,285 (the applicable EB). This expenditure has been related to early stage regional surveys which have contributed to an enhanced understanding of the prospectivity of the project and the definition of at least one exploration target.

The majority of the exploration work completed is considered to have been effective, albeit of an early stage nature, and has defined at least one valid geochemical target. It is considered that further exploration would enhance the prospectivity of the Mt Vetters project and as such it has been decided to apply a PEM range of 1.2 to 1.8, indicating that every dollar spent on regional exploration has returned between \$1.20 and \$1.80 in value.

Using the range of PEM's from 1.2 to 1.6 and an EB of \$21,000 derives a valuation range for the exploration potential of the Mt Vetters project of \$25,200 to \$33,600. The selected preferred value of \$30,000 reflects the exploration potential of the project area and its geological similarities to the Broad Arrow project.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

WALLING ROCK PROJECT

4.3.1 EXPLORATION POTENTIAL

In valuing the exploration potential of the Walling Rock project it has been decided to apply the MEE method. Exploration expenditure since 2005 for the Walling Rock project as far as has been reasonably ascertained is approximately \$142,000 (the applicable EB). This expenditure has been related to early stage regional surveys and limited follow up on specific target areas.

The majority of the exploration work completed is considered to have been effective, albeit of an early stage nature. It is considered that further exploration would enhance the prospectivity of the Walling Rock project and as such it has been decided to apply a PEM range of 1.0 to 1.4, indicating that every dollar spent on regional exploration has returned between \$1.00 and \$1.40 in value.

Using the range of PEM's from 1.0 to 1.4 and an EB of \$142,000 derives a valuation range for the exploration potential of the Walling Rock project of \$142,000 to \$198,800. The selected preferred value of \$160,000 reflects the exploration potential of the project area given its early stage and remote location.

CHINAMAN WELL PROJECT

EXPLORATION POTENTIAL

In valuing the exploration potential of the Chinaman Well project it has been decided to apply the MEE method. Exploration expenditure since 2005 for the Chinaman Well project as far as has been reasonably ascertained is approximately \$234,000 (the applicable EB). This expenditure has been related to regional surveys that have defined at least one geological / geochemical target which has been subjected to limited follow up exploration.

The majority of the exploration work completed is considered to have been reasonably effective, with a valid geological / geochemical target defined; however initial follow up exploration appears to have downgraded the prospectivity of this target. It is considered that further exploration is likely to enhance the prospectivity of the Chinaman Well project; however previous expenditure appears excessive given the results of the exploration and as such it has been decided to apply a PEM range of 0.5 to 1.1, indicating that every dollar spent on regional exploration has returned between \$0.50 and \$1.10 in value.

Using the range of PEM's from 0.5 to 1.1 and an EB of \$234,000 derives a valuation range for the exploration potential of the Chinaman Well project of \$117,000 to \$257,400. The selected preferred value of \$130,000 reflects the exploration potential of the project area given its relatively early stage, balanced with the mixed results of previous exploration.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

VALUATION SUMMARY

A summary of the valuation range for Matsa's mineral assets on a 100% equity basis are summarised in Table 2 below.

	Low (\$m)	High (\$m)	Preferred (\$m)
Broad Arrow Project	0.94	1.89	1.33
Mt Vetters Project	0.025	0.034	0.03
Walling Rock Project	0.14	0.20	0.16
Chinaman Well Project	0.12	0.26	0.13
TOTAL	1.22	2.38	1.65

Table 2 - Matsa Resources Limited Mineral Assets Valuation Summary

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

5. PRINCIPAL SOURCES OF INFORMATION

AMX Resources Limited, 1999 – "Annual Report to Department of Minerals and Energy, Golden Cities Project, 1 May 1998 to 30 June 1999".

Breyley, R., 2008 – "Annual Report Broad Arrow Project, Sunday Eve, P24/2571, 27 February 2007 – 26 February 2008". Kalgoorlie – Boulder Resources Ltd.

Cotton, B.J., 1991 – "Annual Report to 27 November 1990 on E29/44 and E30/20 Metzke's Find Joint Venture, Menzies, SH51-05, Western Australia". CRA Exploration Pty Limited.

Cotton, B.J., 1991 – "Final Report of Exploration to 10 September 1991 on E29/44 and E30/20 Metzke's Find Joint Venture, Menzies, SH51-05, Western Australia". CRA Exploration Pty Limited.

Groenewald, P.B., Painter, M.G.M., Roberts, F.I, McCabe, M. and Fox, A., 2000 – "East Yilgarn Geoscience Database, 1:100 000 Geology Menzies to Norseman – An Explanatory Note". Geological Survey of Western Australia – Report 78.

Howland, J.P., 1998 – "C257/1997 – Cawse, Joint Annual Report for the Period 8 January 1997 to 7 January 1998". Centaur Mining & Exploration Limited.

Kelly, G.R., 1997 – "Lawrence Project, E30/109, Annual Report for the Period 14 February 1996 to 13 February 1997". Golden State Resources NL.

Kelly, G.R., 1997 – "Lawrence Project (Lemon Rock), E30/113, Annual Report for the Period 17 February 1996 to 16 February 1997". Golden State Resources NL.

O'Hara, G.P., 1996 – "Lawrence Project (Lemon Rock), E30/113, Annual Report for the Period 17 February 1995 to 16 February 1996". Golden State Resources NL.

O'Hara, G.P., 1998 – "Lawrence Project, E30/109, Third Year Partial Surrender Report". Golden State Resources NL.

Painter, M.G.M., Groenewald, P.B. and McCabe, M., 2003 – "East Yilgarn Geoscience Database, 1:100 000 Geology of the Leonora – Laverton Region, Eastern Goldfields Granite – Greenstone Terrane – An Explanatory Note". Geological Survey of Western Australia – Report 84.

Palmer, M.K., 1984 – "Report on Exploration of Allen's Find Prospect – Technical Report No 228, Kalgoorlie, November 1984". Samantha Exploration NL.

Parkinson, C., Eggo, A. and Doepel, M., 2006 – "Annual Technical Report for Chinaman Well Project, Tenement E36/514, Western Australia, Period Dec 2004 to 27 July 2006". Sipa Exploration NL.

Roche, M., 1987 – "Report on Exploration Activities Within M24/61, P24/215, P24/1089, Allens Find Prospect, Broad Arrow Western Australia. Period: 19th December 1986 to 19th August 1987". BHP Minerals Exploration.

Rutter, J.H., 2007 – "Annual Mineral Exploration Report, Exploration Licence 36/514, Chinaman Well Project, Period 28 July 2006 to 27 July 2007". Unpublished.

Rutter, J.H., 2007 – "Annual Mineral Exploration Report, Exploration Licence 30/290, Walling Rock Project, Period 17 June 2006 to 16 June 2007". Unpublished.

Rutter, J.H., 2007 – "Annual Mineral Exploration Report, Exploration Licence 30/295, Walling Rock Project, Period 5 August 2006 to 4 August 2007". Unpublished.

Sampson, M. and Breyley, R., 2008 – "Information Memorandum – Broad Arrow Project". Kalgoorlie – Boulder Resources Ltd, unpublished.

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

Seymour, K.M., 1999 – "Lemon Rock Project, E30/113, Surrender Report, 17 February 1994 to 13 January 1999". Delta Gold NL.

Shrimpton, K.L. and Anderson, A., 1998 – "Annual Report to Department of Minerals and Energy, Golden Cities Project, 1 May 1997 to 30 April 1998". AMX Resources NL.

Van Kann, M.Y., 1999 – "C257/1997 – Cawse, Joint Annual Report for the Period 8 January 1998 to 7 January 1999". Centaur Mining & Exploration Limited.

Witt, W.K., 1993 – "Lithological and structural controls on gold mineralization in the Archaean Menzies – Kambalda area, Western Australia". Australian Journal of Earth Sciences

INDEPENDENT TECHNICAL EXPERT'S REPORT Zephyr Consulting Group Pty Ltd

6. APPENDIX 1

Matsa Resources Limited Tenement Schedule

PROJECT	TENEMENT	AREA	COMMITMENT	RENT	GRANT DATE EXPIRY DATE		COMMENT	NATIVE TITLE CLAIMS	REG ABORIGINAL SITES
Broad Arrow	M24/0282	75 H.A	\$10,000.00	\$1,122.00	29-Mar-89	28-Mar-10		Widji - VVC98/027, Gubrun (deregistered) VVC95/027	No.
Broad Arrow	P24/2571	9.632 HA	\$2,000.00	\$22.00	27-Feb-91	CON\	Conv to M24/485	Midji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/3108	79 H.A.	\$3,160.00	\$173.80	10-May-93	CONV	Conv to M24/641	Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/3389	10 HA	\$2,000.00	\$22.00	25-Nov-94	CONV	Conv to M24/641	Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/3395	19.2 HA	\$2,000.00	\$44.00	25-Nov-94	CONV	Conv to M24/641	Widji - WC98/027, Gubrun (deregistered) WC95/027	No
Carnage	P24/3506	60 H.A	\$2,400.00	\$132.00	09-Jan-96	CONV	Conv to M24/808	Gubrun (deregistered) WC95/027	No
Carnage	P24/3507	144 H.A	\$5,760.00	\$316.80	09-Jan-96	CONV	Conv to M24/808	Gubrun (deregistered) VVC95/027	No
Broad Arrow	P24/3938	184 HA	\$7,360.00	\$404.80	24-Jan-06	23-Jan-10		Midji - VVC98/027, Gubrun (deregistered) VVC95/027	No.
Broad Arrow	P24/3939	198 H.A	\$7,920.00	\$435.60	24-Jan-06	23-Jan-10		Widji - VVC98/027, Gubrun (deregistered) VVC95/027	⁄es
Broad Arrow	P24/3940	188 HA	\$7,520.00	\$413.60	24-Jan-06	23-Jan-10		Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/3941	200 HA	\$8,000.00	\$440.00	24-Jan-06	23-Jan-10		Widji - WC98/027, Gubrun (deregistered) WC95/027	No
Broad Arrow	P24/3942	195 H.A	\$7,800.00	\$429.00	24-Jan-06	23-Jan-10		Mdji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/3980	197 HA	\$7,880.00	\$433.40	21-Aug-06	20-Aug-10		Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/3982	200 HA	\$8,000.00	\$440.00	21-Aug-06	20-Aug-10		Midji - WC98/027, Gubrun (deregistered) WC95/027	/es
Broad Arrow	P24/3983	35 H.A	\$2,000.00	\$77.00	21-Aug-06	20-Aug-10		Midji - WC98/027, Gubrun (deregistered) WC95/027	Yes
Broad Arrow	P24/3984	197 HA	\$7,880.00	\$433.40	21-Aug-06	20-Aug-10		Widji - WC98/027, Gubrun (deregistered) WC95/027	Yes
Broad Arrow	P24/3987	200 HA	\$8,000.00	\$440.00	21-Aug-06	20-Aug-10		Midji - WC98/027, Gubrun (deregistered) WC95/027	Yes
Broad Arrow	P24/3988	200 HA	\$8,000.00	\$440.00	21-Aug-06	20-Aug-10		/Vidji - VVC98/027, Gubrun (deregistered) VVC95/027	No
Broad Arrow	P24/3989	200 H.A	\$8,000.00	\$440.00	21-Aug-06	20-Aug-10		Widji - VVC98/027, Gubrun (deregistered) VVC95/027	Yes
Broad Arrow	P24/3995	194 H.A	\$7,760.00	\$426.80	21-Aug-06	20-Aug-10		Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/3997	186 HA	\$7,440.00	\$409.20	21-Aug-06	20-Aug-10		Midji - VVC98/027, Gubrun (deregistered) VVC95/027	No.
Broad Arrow	P24/3998	57 H.A	\$2,280.00	\$125.40	21-Aug-06	20-Aug-10		Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/4005	11.5 HA	\$2,000.00	\$26.40	19-Feb-07	18-Feb-11		/Vidji - VVC98/027, Gubrun (deregistered) VVC95/027	No
Ora Banda	P24/3937	169.44 HA	\$6,800.00	\$374.00	16-Oct-07	15-Oct-11		Widji - WC98/027, Gubrun (deregistered) WC95/027	No
Golden Cities	P24/4339	200 H.A	\$8,000.00	\$440.00	15-Sep-08	14-Sep-12		Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Golden Cities	P24/4340	200 H.A.	\$8,000.00	\$440.00	15-Sep-08	14-Sep-12		Midji - VVC98/027, Gubrun (deregistered) VVC95/027	No
Golden Cities Golden Cities	P24/4341 P24/4342	200 HA 200 H.A	\$8,000.00 \$8,000.00	\$440.00 \$440.00	15-Sep-08 15-Sep-08	14-Sep-12 14-Sep-12		Widji - VVC98/027, Gubrun (deregistered) VVC95/027 Midji - WC98/027, Gubrun (deregistered) WC95/027	No. Yes
Golden Cities	P24/4343	200 H.A	\$8,000.00	\$440.00	15-Sep-08	14-Sep-12		Widji - WC98/027, Gubrun (deregistered) WC95/027	Yes
Golden Cities	P24/4344	200 H.A	\$8,000.00	\$440.00	15-Sep-08	14-Sep-12		Widji - WC98/027, Gubrun (deregistered) WC95/027	No
Golden Cities	P24/4345	184 H.A	\$7,360.00	\$404.80	15-Sep-08	14-Sep-12		Widji - WC98/027, Gubrun (deregistered) WC95/027	No
Golden Cities	P24/4346	200 H.A	\$8,000.00	\$440.00	15-Sep-08	14-Sep-12		Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Golden Cities	P24/4347	200 HA	\$8,000.00	\$440.00	15-Sep-08	14-Sep-12		Midji - WC98/027, Gubrun (deregistered) WC95/027	No.
Golden Cities	P24/4348	200 HA	\$8,000.00	\$440.00	15-Sep-08	14-Sep-12		Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	M24/0485	9.65 H.A	NA	\$0.00			conv of P24/2571	/Vidji - VVC98/027, Gubrun (deregistered) VVC95/027	No.
Broad Arrow	M24/0503	491 H.A	NA	\$0.00			No title	Widji - WC98/027, Gubrun (deregistered) WC95/027	Yes
Broad Arrow	M24/0641	111 HA	NA	\$0.00			conv of P24/3108, 3389 & 3395;	Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Carnage	M24/0808	203 H.A	NA	\$0.00			conv of P24/3506-3507	Gubrun (deregistered) VVC95/027	No.
Broad Arrow	P24/4390	200 HA	NA	NA				Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/4391	136 H.A	NA	NA				Widji - WC98/027, Gubrun (deregistered) WC95/027	No.
Broad Arrow	P24/4392	146 H.A	NA	NΑ				Widji - VVC98/027, Gubrun (deregistered) VVC95/027	No
Broad Arrow	P27/1960	23.5511 HA	N _A	NA				Midji - WC98/027, Gubrun (deregistered) WC95/027	No.
TOTAL BROAD ARROW			\$221,320.00	\$12,386.00

Mount Vetters	E24/0131	21 BL	\$21,000.00	\$3,719.10	08-Sep-06	07-Sep-11		Midji - VVC98/027, Gubrun (deregistered) VVC95/027	Yes
TOTAL MOUNT VETTERS			\$21,000.00	\$3,719.10

Walling Rock	E30/0290	26 BL	\$39,000.00	\$4,604.60	17-Jun-05		16-Jun-10 Partial surrender is currently pending Wutha - WC99/010,		No
Walling Rock	E30/0295	3 BL	\$20,000.00	\$531.30	05-Aug-05	04-Aug-10		hone	No
TOTAL WALLING ROCK			\$59,000.00	\$5,135.90
								<oara (deregistered)="" -="" 001,="" 010,="" sir<="" td="" wc95="" wc99="" wutha="">
								Samuel (Deregistered) - VVC95/058, Sir Samuel 2
Chinaman Well	E36/0514	11 BL	\$30,000.00	\$1,948.10	28-Jul-05	27-Jul-10		[Deregistered) WC95/082, Koara 2 (Deregistered) WC95/012 Yes
TOTAL CHINAMAN WELL			\$30,000.00	\$1,948.10

GRAND TOTAL			\$331,320.00	\$23,189.10

		2007	2008 f	2009 f	%
World					change
Fabrication
consumption		3072	2679	2863	6.9
Mine production		2475	2435	2530	3.9
Scrap sales		956	1050	950	$-9.5$
Net stocksales		$-359$	$-806$	$-617$	$-23.4$
- official sector		481	375	375	0.0
- private sector		(394)	(861)	(792)
- producer hedging		(446)	(320)	(200)
Price	US\$/oz	697	882	810	$-8.2$
		2006 $-07$	2007 $-08s$	2008 $-09f$
Australia Mine production		249			4.0
Exports			227	236
-value	A\$m	400	382	384	0.5
		10320	10902	12178	117
Price	A\$/oz	814	917	987	77

INDUSTRY OUTLOOK – GOLD September 2008

project	company	2006-07 production tonnes	2007-08 production tonnes	change %
Super Pit	Newmont/Barrick Gold	19.5	17.7	$-9.2$
Telfer	Newcrest	19.5	18.4	$-5.6$
Sunrise Dam	AngloGold Ashanti	17.4	16.8	$-3.4$
Stives	Gold Fields	15.1	13.0	$-13.9$
Tanami	Newmont	14.4	12.0	$-16.7$
Kanowna	Barrick Gold	14.1	9.1	$-35.5$
Ridgeway	Newcrest	9.8	9.4	$-4.1$
Jundee	Newmont	9.3	11.4	22.6
Cadia Hill	Newcrest	7.7	12.9	67.5
Plutonic	Barrick Gold	7.0	4.7	$-32.9$
Total		133.8	125.4	$-6.3$

Source: Australian Bureau of Agricultural and Resource Economics (ABARE), "Australian Commodities, September quarter 08.03" pages 564 - 568

Tenement Type and No.	Holder/Applicant	Status	Share Held

BROAD ARROW
M 24/282	Allen Royce William	Granted	100%
M24/485	Allen Royce William	Pending	100%
M24/503	Allen Royce William	Pending	100%
M24/641	Allen Royce William	Pending	100%
M 24/777	Allen Royce William	Granted	100%
P 24/2571	Allen Royce William	Granted	100%
P 24/3108	Allen Royce William	Granted	100%
P 24/3389	Allen Royce William	Granted	100%
P 24/3395	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3938	Zeedam Enterprises Pty Ltd	Granted	100%
P 24/3939	Zeedam Enterprises Pty Ltd	Granted	100%
P 24/3940	Zeedam Enterprises Pty Ltd	Granted	100%
P 24/3941	Zeedam Enterprises Pty Ltd	Granted	100%
P 24/3942	Zeedam Enterprises Pty Ltd	Granted	100%
P 24/3980	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3981	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3982	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3983	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3984	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3985	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3986	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3987	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3988	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3989	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3995	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3996	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3997	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/3998	Kalgoorlie Boulder Resources Ltd	Granted	100%
P 24/4005	Kalgoorlie Boulder Resources Ltd	Granted	100%
BONNIEVALE
E 15/799	Allen Royce William	Granted	100%

CAMEL FARM
M 15/455	Allen Royce William	Granted	100%

CLINKER HILL
P 25/1689	Fleetdale Pty Ltd	Granted	100%

P 25/1691	Fleetdale Pty Ltd	Granted	100%
P 25/1692	Fleetdale Pty Ltd	Granted	100%
P 25/1693	Fleetdale Pty Ltd	Granted	100%
P 25/1694	Fleetdale Pty Ltd	Granted	100%
P 25/1695	Fleetdale Pty Ltd	Granted	100%
P 25/1696	Fleetdale Pty Ltd	Granted	100%
P 25/1697	Fleetdale Pty Ltd	Granted	100%
P 25/1698	Fleetdale Pty Ltd	Granted	100%
P 25/1699	Fleetdale Pty Ltd	Granted	100%
P 25/1700	Fleetdale Pty Ltd	Granted	100%
P 25/1701	Fleetdale Pty Ltd	Granted	100%
P 25/1702	Fleetdale Pty Ltd	Granted	100%
P 25/1703	Fleetdale Pty Ltd	Granted	100%
P 25/1704	Fleetdale Pty Ltd	Granted	100%
P 25/1705	Fleetdale Pty Ltd	Granted	100%
P 25/1706	Fleetdale Pty Ltd	Granted	100%
P 25/1707	Fleetdale Pty Ltd	Granted	100%
P25/2019	Kalgoorlie Boulder Resources Ltd	Pending	100%

DUNNSVILLE
E 16/259	Frank John Robinson	Granted	100%
E 16/293	Allen Royce William	Granted	100%
E 16/294	Allen Royce William	Granted	100%
E 16/296	Allen Royce William	Granted	100%
E 16/297	Allen Royce William	Granted	100%
E 16/303	Allen Royce William	Granted	100%
M16/474	Allen Royce William	Pending	100%
M16/481	Allen Royce William	Pending	100%
M16/487 P 16/1926	Allen Royce William Allen Royce William	Granted Granted	100% 100%
P 16/2021	Allen Royce William	Granted	100%
P 16/2153	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2154	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2155	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2156	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2157	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2158	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2159	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2160	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2161	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2162	Zeedam Enterprises Pty Ltd	Granted	100%
P 16/2188	Allen Royce William	Granted	100%
P 16/2189	Allen Royce William	Granted	100%
P 16/2190	Allen Royce William	Granted	100%

P 16/2191	Allen Royce William		100%
P 16/2192	Allen Royce William	100%
P 16/2340	Kalgoorlie Boulder Resources Ltd		100%
P 16/2341	Kalgoorlie Boulder Resources Ltd	Granted Granted Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending
P 16/2342	Kalgoorlie Boulder Resources Ltd		100% 100%
P 16/2343	Kalgoorlie Boulder Resources Ltd		100%
P 16/2344	Kalgoorlie Boulder Resources Ltd		100%
P 16/2345	Kalgoorlie Boulder Resources Ltd		100%
P16/2519	Allen Royce William		100%
P16/2520	Allen Royce William
P16/2521	Allen Royce William
P16/2529	Kalgoorlie Boulder Resources Ltd		100%
P16/2530	Kalgoorlie Boulder Resources Ltd		100%
P16/2531	Kalgoorlie Boulder Resources Ltd		100%
P16/2532	Kalgoorlie Boulder Resources Ltd		100%
P16/2533	Kalgoorlie Boulder Resources Ltd		100%
P16/2534	Kalgoorlie Boulder Resources Ltd		100%
P16/2535	Kalgoorlie Boulder Resources Ltd		100%
P16/2536	Kalgoorlie Boulder Resources Ltd		100%
P16/2537	Kalgoorlie Boulder Resources Ltd	Pending	100%
P16/2538	Kalgoorlie Boulder Resources Ltd	Pending	100%
P16/2539	Kalgoorlie Boulder Resources Ltd	Pending	100%
P16/2549	Kalgoorlie Boulder Resources Ltd	Pending	100%

JACKPOT
M 15/1341	Kalgoorlie Boulder Resources Ltd	Granted	100%
M 15/1357	Kalgoorlie Boulder Resources Ltd	Granted	100%
M 15/1358	Kalgoorlie Boulder Resources Ltd	Granted	100%
M 15/1359	Kalgoorlie Boulder Resources Ltd	Granted	100%

KUNDANA
M15/1365	Allen Royce William	Pending	100%
M15/1740	Allen Royce William	Pending	100%
P15/3964 P15/4349	Allen Royce William Allen Royce William	Granted Granted	100% 100%
P15/4350	Allen Royce William	Granted	100%

LAKE JOHNSTON
E 63/844	Allen Royce William	Granted	100%

MT VETTERS
E24/131	Allen Royce William	Granted	100%

NORTH CARBINE

P 16/2187	Allen Royce William Pending		100%

ORA BANDA
M 24/574	Norilsk Nickel Cawse Pty Ltd	Granted	100%
P 24/3937	Allen Royce William	Granted	100%

DUNDAS
P 63/1636	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P 63/1637	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P 63/1638	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P 63/1639	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%

NORSEMAN
E63/1212	Kalgoorlie Boulder Resources Ltd	Pending	100%
E63/1215	Kalgoorlie Boulder Resources Ltd	Pending	100%
E63/694	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
L63/58	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
M 63/165	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
M 63/236	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
M 63/366	Australian Strategic and Precious Metals Investment Pty Ltd	Pending Pending	100%
	M 63/392 Australian Strategic and Precious Metals Investment Pty Ltd		100%
	M 63/413 Australian Strategic and Precious Metals Investment Pty Ltd		100%
M63/515	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
M63/516	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
M 63/517 Kinross Gold Australia Pty Ltd M 63/556 Australian Strategic and Precious Metals Investment Pty Ltd P 63/1087 Australian Strategic and Precious Metals Investment Pty Ltd		Pending	100%
		Pending	100%
		Granted	100%
P 63/1088	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1117	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1330	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P63/1389 Australian Strategic and Precious Metals Investment Pty Ltd		Granted Pending	100%
P63/1390	Australian Strategic and Precious Metals Investment Pty Ltd		100%
P63/1391 P63/1392	Australian Strategic and Precious Metals Investment Pty Ltd Australian Strategic and Precious Metals Investment Pty Ltd		100% 100%
P63/1393	Australian Strategic and Precious Metals Investment Pty Ltd	Granted Granted	100%
P 63/1394	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1395	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1396	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1397	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1398	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1399	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1400	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1401	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1402	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%

P 63/1403	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1404	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1405	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1406	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1407	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1408	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1409	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1410	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1411	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1412	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1413	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1414	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1415	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1416	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1417	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1418	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1419	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1420	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P 63/1421	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1422	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1423	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1424	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1425	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1426	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P 63/1427	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P 63/1428	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P 63/1454	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1455	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1456	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1457	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1458	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1459	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1460 P 63/1461	Australian Strategic and Precious Metals Investment Pty Ltd Australian Strategic and Precious Metals Investment Pty Ltd	Granted Granted	100% 100%
P 63/1462	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1463	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1464	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1465	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1466	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1467	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P 63/1562	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1563	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1564	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1565	Kinross Gold Australia Pty Ltd	Granted	100%

KALGOOLIE-BOULDER RESOURCES LIMITED SCHEDULE OF MINERAL PROPERTIES

P 63/1566	Kinross Gold Australia Pty Ltd	Pending	100%
P 63/1567	Kinross Gold Australia Pty Ltd	Pending	100%
P 63/1568	Kinross Gold Australia Pty Ltd	Pending	100%
P 63/1569	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1570	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1571	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1572	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1573	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1574	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1575	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1576	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1577	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1578	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1579	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1580	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1581	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1582	Kinross Gold Australia Pty Ltd	Granted	100%
P 63/1583	Kinross Gold Australia Pty Ltd	Granted	100%
P63/1661	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P63/1673	Kalgoorlie Boulder Resources Ltd	Pending	100%
P63/1674	Kalgoorlie Boulder Resources Ltd	Pending	100%
P63/1675	Australian Strategic and Precious Metals Investment Pty Ltd	Pending	100%
P63/742	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%
P63/859	Australian Strategic and Precious Metals Investment Pty Ltd	Granted	100%

Source: KBRL's 2008 Annual Report

KALGOOLIE-BOULDER RESOURCES LIMITED SOURCES OF INFORMATION

In preparing this report William Buck has relied on the following information:

Agreement (of Proposed Transactions) between KBRL, RASL, Matsa, and Messrs Poli and Viner dated 15 August 2008 and revised agreement dated 26 October 2008
Underwriting Agreement between Messrs Poli and Viner and KBRL dated 20 September 2008 and Amendments to Underwriting Agreement letter dated 26 October 2008
Convertible Note Deed between KBRL and RASL dated 7 December 2006
Heads of Agreement between KBRL and RASL dated 7 December 2007 for the purchase and sale of Australian Gold Investments Pty Ltd
Plaintiff's petition on behalf of KBRL, KAL Energy Pty Ltd and (USA) KAL Energy Inc. against Metro Energy Inc. lodged with the District Court of Creek County in the state of Oklahoma, USA
Independent Technical Expert's Report prepared by Zephyr Consulting Group Pty Ltd dated 9 October 2008
KBRL's Draft Explanatory Memorandum and Notice of Meeting
Annual reports of KBRL for the financial years ended 30 June 2008 and 30 June 2007
Internal management accounts of KBRL for the two months ended 31 August 2008
Internal management cash flow projections prepared by KBRL
Unaudited financial statement of Matsa for the years ended 30 June 2008 and 2007, and for the 2 months ended 31 August 2008
Internal management cash flow projections prepared by Matsa
KBRL's Top Twenty Shareholder List
Shareholder details prepared by Matsa management
Various company searches at ASIC
Discussions with directors and management of KBRL
Discussions with directors and management of Matsa
KBRL director and management prepared written response to various specific queries and questions raised by us
Matsa director and management prepared written response to various specific queries and questions raised by us
Information available in the public domain such as ASX announcements, share prices, annual reports, ABARE Commodities Report for September 2008

ANNEXURE B – TRANCHE A OPTION TERMS

1. The Options will be issued for no cash consideration.
1. Each Option entitles the holder on exercise to one ordinary share in the capital of the Company.
1. The Options may be exercised at any time prior to 5:00pm (Perth, Western Australia time) on 1 July 2011 ("Expiry Date"), in whole or in part, upon payment of the exercise price per Option.
1. The exercise price of the Options is A\$0.07 per Option*.
1. The Options will not be quoted and are not transferable except to a nominee.
1. The Company will provide to each Option holder a notice that is to be completed when exercising the Options ("Notice of Exercise"). Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the Secretary of the Company to be received prior to the Expiry Date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be issued and the identity of the proposed shareholder. The Notice of Exercise must be accompanied by payment in full for the relevant number of Options exercised, based on the exercise price per Option.
1. All Shares issued upon the exercise of the Options will rank pari passu in all respects with the Company's then issued Shares.
1. There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues or pro-rata issues of securities offered to shareholders of the Company. The Option holder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which an Option can be exercised except in the event of a bonus issue. Option holders will be provided with written notice and afforded that period of time as required by the Listing Rules before the record date of any pro rata issue to exercise their Options.
1. If from time to time on or prior to the Expiry Date the Company makes a bonus issue of securities to holders of Shares in the Company ("Bonus Issue"), then upon exercise of his or her Options an Option holder will be entitled to have issued to him or her (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise) the number of securities which would have been issued to him or her under that Bonus Issue if the Options had been exercised immediately before the record date for the Bonus Issue.
1. In the event of any reorganisation (including consolidation, subdivisions, reduction or return) of the issued capital of the Company, all rights of the Option holder shall be reorganised (as appropriate) in accordance with the Listing Rules.
* Note: This exercise price is prior to the proposed share consolidation (the subject of resolution 7 in the Notice of Meeting).

ANNEXURE C – TRANCHE B OPTION TERMS

1. The Options will be issued for no cash consideration.
1. Each Option entitles the holder on exercise to one ordinary share in the capital of the Company.
1. The Options may be exercised at any time prior to 5:00pm (Perth, Western Australia time) on 1 July 2012 ("Expiry Date"), in whole or in part, upon payment of the exercise price per Option.
1. The exercise price of the Options is A\$0.10 per Option*.
1. The Options will not be quoted and are not transferable except to a nominee.
1. The Company will provide to each Option holder a notice that is to be completed when exercising the Options ("Notice of Exercise"). Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the Secretary of the Company to be received prior to the Expiry Date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be issued and the identity of the proposed shareholder. The Notice of Exercise must be accompanied by payment in full for the relevant number of Options exercised, based on the exercise price per Option.
1. All Shares issued upon the exercise of the Options will rank pari passu in all respects with the Company's then issued Shares.
1. There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues or pro-rata issues of securities offered to shareholders of the Company. The Option holder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which an Option can be exercised except in the event of a bonus issue. Option holders will be provided with written notice and afforded that period of time as required by the Listing Rules before the record date of any pro rata issue to exercise their Options.
1. If from time to time on or prior to the Expiry Date the Company makes a bonus issue of securities to holders of Shares in the Company ("Bonus Issue"), then upon exercise of his or her Options an Option holder will be entitled to have issued to him or her (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise) the number of securities which would have been issued to him or her under that Bonus Issue if the Options had been exercised immediately before the record date for the Bonus Issue.
1. In the event of any reorganisation (including consolidation, subdivisions, reduction or return) of the issued capital of the Company, all rights of the Option holder shall be reorganised (as appropriate) in accordance with the Listing Rules.
* Note: This exercise price is prior to the proposed share consolidation (the subject of resolution 7 in the Notice of Meeting).

Annexure D – Matsa shareholders

Entity		Matsa shares
1.	Aaron David Sillars and Keith Albert Sillars ATF A Sillars Superannuation Fund	100,000
2.	Aaron David Sillars ATF The Sillars Family Trust	200,000
3.	AMN Nominees Pty Limited	200,000
4.	Anna Poli	25,000
5.	Barclay Wells Ltd	100,000
6.	Barry John Gordin	50,000
7.	Blackview Pty Ltd	100,000
8.	Brett Stockman & Suphaporn Malila ATF Stockman Superannuation Fund	50,000
9.	Carmelo Poli & Eileen Poli ATF Carmelo Poli Superannuation Fund	200,000
10.	Carrie Bing Ching Chu	50,000
11.	Chee Fatt Chiew & Pick Fong Chiew	100,000
12.	Darontack Pty Ltd	250,000
13.	Henderson Capital Pty Ltd ATF The Henderson Investment A/C	200,000
14.	J Wiggins Roofing Co Pty Ltd	50,000
15.	James Ian Stewart	150,000
16.	Jocaph Pty Ltd	100,000
17.	John and Maria D'Evelynes ATF JD & MM D'Evelynes Superannuation Fund	250,000
18.	John Henry Rutter	30,000
19.	Kashwyn Pty Ltd ATF The Schiemer Family Trust	200,000
20.	Kimberly Alan and Tracy Leanth Harris ATF Harris Family Superannuation Fund	50,000

21.	Kimberly Alan Harris ATF The KA and TL Harris Family Trust	300,000
22.	KO Nominees Pty Ltd ATF The Oldfield Knott Unit A/C	100,000
23.	Loadstar 2001 Pty Ltd	200,000
24.	Luciano Poli	25,000
25.	Malbek Holdings Pty Ltd ATF CPB Super Fund A/C	50,000
26.	Mark & Sharon D'Evelynes ATF MW & SA Superannuation Fund	200,000
27.	Mark John Allison	250,000
28.	Morakot Thepumporn	500,000
29.	Nicama Investments Pty Ltd	50,000
30.	Oldview Enterprises Pty Ltd ATF The Priestley A/C	50,000
31.	Oliver Nikolovski ATF The Nikolovski Family Trust	1,470,000
32.	*Paul Poli ATF Matthew Poli	250,000
33.	*Paul Poli ATF Sarah Poli	250,000
34.	*Paul Poli ATF The P Poli Family Trust	9,340,000
35.	*Paul Poli ATF The P Poli Superannuation Fund	250,000
36.	Queensland MM Pty Ltd ATF QMM Superfund	250,000
37.	Quincy Nominees Pty Ltd (Superannuation Fund Account)	100,000
38.	Rivian Investments Pty Ltd ATF The Viner Super Fund	750,000
39.	Roger Chun Hing Lee ATF The 888 Investment A/C	250,000
40.	Sam Peter Nicolaou & Sylvia Agatha Nicolaou ATF The MRT Nicolaou Family Account	50,000

41.	Scintilla Strategic Investments Ltd	250,000
42.	Simone Louise Green	10,000
43.	Sonya Supanz	150,000
44.	Stephen Brockhurst ATF SM Brockhurst Family A/C	100,000
45.	Steven James Brown ATF the Brown and Devlin Family Trust	250,000
46.	Trillion Holdings Pty Ltd	250,000
47.	*Western Discovery Pty Ltd ATF The Viner Trust	3,000,000
48.	*Western Discovery Pty Ltd ATF Viner Superannuation Fund	500,000
49.	William and Jeanette Maunder ATF WR & JM Maunder Superfund	350,000
Total		22,000,000

* Note: *denotes Matsa shareholders who are associated with Poli and Viner.

KALGOORLIE-BOULDER RESOURCES LIMITED ACN 106 732 487 PROXY FORM

®l rn ⁿ

	I'IIIIIIIIIIIIIIII'III'I'IIIIIIIIII1' 2006 KAL •88800078656 ANNANTONIA WHITFIELD & JOHN MICHAEL WHITFIELD <whitfields solicitorsSUPERANNUATION FUND> 6 ALEXANDRIA STREET DRUMMOYNE NSW 2047				The Company Secretary Kalgoorlie-Boulder Resources Limited PO Box 10808 Kalgoorlie WA 6430 Facsimile: (08) 9021 7277
	I/We (name of shareholder)
	of (address)

	being a member/members of Kalgoorlie-Boulder Resources Limited HEREBY APPOINT:
	(name)
	of (address)
	and/or failing him/her (name)
adjournment of the meeting.	or failing that person then the Chairman of the Annual General Meeting as my/our proxy to act generally for me/us and to vote in accordance with the following directions or, if no directions are given, as the proxy sees fit at the General Meeting of the Company to be held on 18 December 2008 at 10.00am WST at QV1 Conference Centre Level 2, QV1 250 St Georges Terrace, Perth WA 6000, Perth, Western Australia and at any Should you so desire to direct the proxy how to vote ,	you should place a cross in the appropriate box(es )
	I/We direct my/our Proxy to vote in the following manner:				below:
				For Against Abstain
	Resolution I Approval of acquisition of Shares by Paul Poli and Andrew Viner			q q q q q q
	Resolution 2 Approval of acquisition of right of first refusal over Shares held by RASL AU, LLC by Paul Poli and Andrew Viner
	Resolution 3 Approval of acquisition of Matsa Resources Limited		q
	Resolution 4 Issue of Options to Paul Poli and Andrew Viner		q
	Resolution 5 Issue of Options to RASL AU, LLC		q
	Resolution 6 Change of Company name		q
	Resolution 7 Share Consolidation		q
	Resolution 8 Approval of acquisition of Shares and Options		q
	pursuant to underwriting arrangements
	If no directions are given my proxy may vote as the proxy thinks fit or may abstain. This Proxy is appointed to represent % of my voting right, or if two proxies are appointed Proxy I represents % and Proxy 2 represents My/our total voting right is	_ % of my/our total votes.	shares.
	IF THE SHAREHOLDER IS AN INDIVIDUAL OR JOINT HOLDER:
Signature:		Signature:
	IF THE SHAREHOLDER IS A COMPANY: Affix common seal (if required by Constitution)
	Director/Sole Director and Secretary Director/Secretary
Dated:
	In addition to signing the Proxy Form above please provide the information below in case we need to contact you.

Contact name Contact Daytime Telephone

AI assistant

MATSA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

65296_rns_2008-11-18_18f8943e-4dba-4698-b782-500d8eb81ced.pdf

KALGOORLIE-BOULDER RESOURCES LTD ACN 106 732 487

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM (INCLUDING INDEPENDENT EXPERT'S REPORT)

PROXY FORM

CONTENTS

CHAIRMAN'S LETTER

Dear Kalgoorlie-Boulder shareholder

Kalgoorlie-Boulder shareholder meeting

Your vote is important – please sign and return the attached proxy form

KALGOORLIE-BOULDER RESOURCES LTD ACN 106 732 487

NOTICE OF GENERAL MEETING

AGENDA

Resolution 2 – Approval of acquisition of relevant interest in remaining 15 million shares in the Company held by RASL by Mr Paul Poli and Mr Andrew Viner

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

Resolution 3 – Approval of acquisition of shares in Matsa Resources Limited

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

Resolution 4 – Issue of Options to Mr Paul Poli and Mr Andrew Viner

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

Resolution 5 – Issue of options to RASL

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

Resolution 6 – Change of Company Name

To consider and, if thought fit, to pass the following resolution as a special resolution:

Resolution 7 – Share Consolidation

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

Resolution 8 –Acquisition of Shares and Options pursuant to underwriting arrangements

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

NOTES ON VOTING AND PROXIES

Attendance and Voting Eligibility

Proxies

Corporate Representatives

Notes

KALGOORLIE-BOULDER RESOURCES LIMITED ACN 106 732 487

EXPLANATORY MEMORANDUM

BACKGROUND AND OVERVIEW OF THE TRANSACTION

RESOLUTION 1 – APPROVAL OF ACQUISITION OF 65 MILLION SHARES IN THE COMPANY BY MR PAUL POLI AND MR ANDREW VINER (OR THEIR NOMINEES)

Background

Corporations Act Chapter 6 (item 7, section 611) approval

1. Details of purchaser

2. Entitlement to Shares

3. Identity and qualifications of intended directors

4. Intentions of Mr Paul Poli and Mr Andrew Viner

5. Terms of the proposed acquisition

6. Interests of the Directors in the resolution

7. Directors' approvals

8. Directors' recommendation

RESOLUTION 2 – APPROVAL OF ACQUISITION OF RELEVANT INTEREST IN REMAINING 15 MILLION SHARES IN THE COMPANY HELD BY RASL BY MR PAUL POLI AND MR ANDREW VINER

Background

Corporations Act Chapter 6 (item 7, section 611) approval

1. Details of purchaser

2. Entitlement to Shares

3. Identity and qualifications of intended directors

4. Intentions of Mr Poli and Mr Viner

5. Terms of the proposed acquisition

6. Interests of the Directors in the resolution

7. Directors' approvals

8. Directors' recommendation

RESOLUTION 3 – APPROVAL OF ACQUISITION OF SHARES IN MATSA RESOURCES LIMITED

Background

Corporations Act Chapter 6 (item 7, section 611) approval

1. Details of allottees

2. Entitlement to Shares and Options

3. Identify and qualifications of intended directors

4. Intentions of Mr Poli and Mr Viner

5. Terms of the proposed issue

6. Interests of the Directors in the resolution

7. Directors' approvals

8. Directors' recommendation

Corporations Act Chapter 2E approval

ASX Listing Rule 10.11 approval

ASX Listing Rule 10.1 approval

ASX Listing Rule 7.1 approval

ASX Listing Rule 11.1 approval

RESOLUTION 4 – ISSUE OF OPTIONS TO MR POLI AND MR VINER

Background

Corporations Act Chapter 6 (item 7, section 611) approval

9. Details of allottees

10. Entitlement to Options

MATSA RESOURCES LIMITED Proxy Solicitation & Information Statement 2008