METALS AUSTRALIA LTD — AGM Information 2004

Oct 21, 2004

AUSTRALIAN UNITED GOLD LTD A.B.N. 38 008 982 474 NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Members of Australian United Gold Ltd, will be held at the Celtic Club Inc, 48 Ord Street, West Perth, Western Australia on Thursday, 25^th November 2004 at 9:00am.

BUSINESS OF THE MEETING

Accounts and reports

To receive and consider the financial statements and the reports of the directors and the auditors for the vear ended June 30, 2004.

Ordinary business

1. To consider, and if thought fit, to pass the following ordinary resolution:

That Mr Hersh Majteles, who retires by rotation in accordance with the company's constitution, be reelected a director of the company.

$2.$ Approval for a proposed Share and Option Issue.

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

"That in accordance with the requirements of Listing Rule 7.1 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, the Company approves and authorises the Directors to allot and issue up to 40,000,000 ordinary fully paid shares, together with 20,000,000 free attached options to subscribe for ordinary fully paid shares in the capital of the Company exercisable at \$0.02 (2 cents) on or before June $30^{th}$ 2006. The shares are to be issued at a minimum issue price equal to not less than 80% of the average market price of ordinary shares in the capital of the Company trading on the Australian Stock Exchange Limited over the last 5 days on which sales were recorded before the day on which the issue was made."

NOTES

For the purposes of Resolution 2:

• a). the maximum number of shares which may be issued pursuant to this resolution is 40,000,000 together with 20,000,000 free attaching options:
• the shares and options will be issued no later than 3 months after the date of the meeting: b)
• the proposed allottees are unknown at the date of the Notice of Meeting but Company will disclose the names of the allottees C) when shares and options are issued;
• the terms of the ordinary fully paid shares will be the same as the existing ordinary fully paid shares in the Company; đ).
• the purpose of the issue is for ongoing mineral exploration, additional working capital and acquisition of assets; e).

BY ORDER OF THE BOARD

B R McCullagh COMPANY SECRETARY 29^th September 2004

the Company will disregard any votes cast on Resolution 2 by a person who may participate in the proposed issue and any f). associate of those persons or any person who might obtain a benefit. However, the Company need not disregard a vote cast if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or if it 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;

The options being issued and allotted and granted are upon the terms and conditions as attached as annexure "A" of the ā) Notice of Meeting.

LEFT INTENTIONALLY BLANK FOR PRINTING

AUSTRALIAN UNITED GOLD LIMITED ANNEXURE A TERMS AND CONDITIONS OF OPTIONS

• 1. A certificate will be issued for the Options.
• 1. The Options shall expire on 30^th June 2006 ("Expiry Date")
• 1. Subject to condition 7 the Option is a right in favour of the option holder to subscribe for one fully paid ordinary share in the capital of the Company ("Share")
• 1. Shares allotted to option holders on exercise of Options shall, be issued at a price of 2 cents each ("Exercisable Price").
• 1. The Exercisable Price of Shares the subject of the Options shall be payable in full on exercise of the Options.
• 1. Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the option holder to:
• exercise all or a specified number of Options: and 6.1
• 6.2 pay the subscription monies in full for the exercise of each Option.

The notice must be accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not effect the rights of the option holder to the balance of the Options held by him.

• 1. The Company shall allot the resultant Shares and deliver the share certificate or holding statement within five business days of the exercise of the Option.
• 1. Options may, if the Company so decides (in its sole discretion), be listed for official quotation on ASX.
• 1. The Options shall be freely transferable.
• 1. Shares allotted pursuant to an exercise of Options shall rank, from the date of the allotment, equally with existing ordinary fully paid Shares of the Company in all respects.
• 1. The Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation.
• 1. In case of any entitlements issue (other than bonus issue) the Exercise Price of the Option may be reduced according to the following formula:

Ō, the new Exercise Price of the Option.

$\circ$ the old Exercise Price of the Option. $=$

• E the number of underlying securities into which one Option is exercisable. $=$
• P $=$ the average market price per share (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the exrights date of ex entitlement date.
• S. the subscription price for a security under the pro rata issue.

AUSTRALIAN UNITED GOLD LIMITED ANNEXURE A TERMS AND CONDITIONS OF OPTIONS

• D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).
• N = the number of securities with rights or entitlements that must be held to receive a rights to one new security.

In the case of a bonus issue the number of Shares over which the Option is exercisable may be increased by the number of Shares which the option holder would have received if the Option had been exercised before the record date for the bonus issue. The Company shall notify the ASX of the adjustments in accordance with the Listing Rules.

• 1. In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in accordance with the Listing Rules.
• 1. The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
• 1. The Options do not give any right to participate in new issues unless the option holder exercises the Option.

AUSTRALIAN UNITED GOLD LTD A.B.N. 38 008 982 474 FORM OF PROXY

The Secretary, Australian United Gold Ltd 1st Floor, 8 Parliament Place, WEST PERTH WA 6005

IMe.................................... of.................................... shares in the capital of Australian United Gold Ltd hereby appoint being a holder of .......................................

0f....................................

or failing him, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on Thursday, 25^th November 2004 and at any adjournment thereof, in the manner indicated below, or in the absence of indication as he or she thinks fit.

A statement of the Chairman's voting intentions in relation to undirected proxies.

If you do not wish to direct your proxy how to vote, please place a mark in the box. $\Box$

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

The Chairman intends to vote for the resolutions.

Ordinary Business

To re-elect Mr HS Majteles as a Director	For	Aqainst □	Abstain □
To approve proposed issue of shares and options	- For the Form		Against □ Abstain □

(Shareholders to indicate by a tick in the box above how a proxy holder is to vote in respect of the above resolutions).

Signed by the said member this	day of	2004.
Shareholders Signature	Witness
or
The Common Seal of the member was hereunto affixed in accordance with its Constitution	Director
	Director Secretary

Attendance and Voting Eligibility

For the purposes of the meeting, securities will be taken to be held by the persons who are registered holders at 9.00am on Wednesday 24^th November 2004. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A member of the Company entitled to attend and vote at the meeting shall be entitled to appoint not more than two other persons (whether members of the company or not) as the member's proxy or proxies, to attend and vote on the member's behalf. Where two proxies are appointed the appointments shall be of no effect unless each proxy is appointed to represent a specified proportion of the member's voting rights. Forms of proxy must be deposited at the registered office of the company in Perth not less than forty-eight (48) hours before the time appointed for the holding of the meeting.