METEORIC RESOURCES NL — Capital/Financing Update 2004

Jun 2, 2004

METEORIC RESOURCES

PROSPECTUS

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FOR THE OFFER OF 20 MILLION SHARES AT 20 CENTS EACH TO RAISE \$4 MILLION IFOR A MINIMUM SUBSCRIPTION OF \$3 MILLION AND FOR OVERSUBSCRIPTIONS OF UP TO AN ADDITIONAL \$3 MILLIONI

THIS DOCUMENT SHOULD BE READ IN ITS ENTIRETY TO ENABLE A FULL APPRECIATION OF ITS EFFECT TO BE GRASPED. AN INVESTMENT IN THE SHARES BEING OFFERED PURSUANT TO THIS PROSPECTUS IS SPECULATIVE.

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METEORIC RESOURCES MUSIC 64.107.285.631

CORPORATE DIRECTORY

DIRECTORS

Pater S Thomas - Non Executive Chairman Roger Thomson - Managing Director George Sakatidis - Exploration Director

SECRETARY

Rudolf Tieleman

REGISTERED & PRINCIPAL OFFICE

2nd Floor, 35 Gutram Street West Perth, Western Australia Telephone: (08) 9485 2836 Facsimile: (08) 9485 2840 Email: info@meteoric.com.au Website: www.meteoric.com.au

SHARE REGISTRY

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross, Western Australia Telephone: (08) 9315 0933 Facsimile: (08) 9315 2233

FLOAT CO-ORDINATOR

ACM Corporate Pty Ltd 45 Ventnor Avenue West Perth, Western Australia

SOLICITORS

Smyth & Thomas 10 Walker Avenue West Perth, Western Australia

INDEPENDENT GEOLOGIST

Continental Resource Management Pty Etd 10 Hehir Street Belmont, Western Australia

AUDITOR & INDEPENDENT ACCOUNTANT

Somes & Cooke Chartered Accountants 1304 Hay Street West Perth, Western Australia

TENEMENT CONSULTANT

McMahon Mining Titles Services Pty Ltd Levet 1, 202 Pier Street Perth, Western Australia

PROPOSED ASX CODE ME

NDIOANCE IMERICE
Record Date for the Bonus Issue	21 May 2004
Opening date for the Offer	26 May 2004
Closing date for the Offer (5 00pm WST)	2 July 2004
Indicative Listing Date	16 July 2004
The above dates are indicative only and may change without notice.

I

Kamatan Kalèndher Kacamatan

4.201306 Share's hold by Image Resources N1 Banas Isaid Shates. I 10 to Image offi 5,509,259 Seed Raising Shares IT16 for Share? 6411300 PO Shares (20c per Share) [11] 20,010,010 86273.259 Total Shares (1997) Contributing Shares (20: unpaid) Bonus 3:20 to Image ath Fig. $\mathbb{E}\ell[\mathcal{U}\ell(\mathcal{B}^{\text{R}})]$ Congany Officers [11] 4.500 OU Jotal Contributing Shares $(7.844, 309)$ IPO Raising . . . . . . . . . . . . . . . . . . .

DISECTORS

Peter Thomas Non-Executive Chairman Roger Morreon Managing Director George Sakaligie Exploration flives the

Assuming none of the 12,945,858 optimis on issue as at the date at this prospective in image are exercised prior to the Record Dates

Assuming directors subscribe for a tutal of 750,000 Shares À. and no current Seed Raising applications are rejected. Assuming 34 million is raised. 9

We obligation to meet a call that non-payment will result in B. forteducels no call payable within 5 years after the Listing Date, no application for quotation of Contributing Shares. with 12 months after the Listing Date.

WARREGO NORTH - 3D MAGNETIC IMAGE

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MANIA KELORIA KUNINGAN

• • SPIN-OUT OF PREDOMINANTLY GOLD AND COPPER-GOLD ASSETS FROM IMAGE RESOURCES
• EIGHT PROJECTS IN PROVEN GOLD AND COPPER-GOLD PROVINCES.
• TEAM OF SUCCESSFUL INDUSTRY PROFESSIONALS TARGETING A MAJOR DISCOVERY.
• • TEAM MEMBERS WITH HISTORIES OF SUCCESSFUL PROJECT GENERATION AND DISCOVERIES.
• INITIAL FOCUS ON THE WARREGO NORTH COPPER GOLD PROJECT.
• PREFERENTIAL, 30 DAY NEGOTIATION RIGHTS TO NEW PROJECTS GENERATED FROM THE IMAGE AEROMAGNETIC DATABASE AND OFFERED FOR SALE OR JV WITHIN 2 YEARS OF THE LISTING DATE.

DIRECTORS

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Mr Thomas is a solicitor with coler 20 years exportence in the research sectors the has served on the boards of various ASX listed companies over the tast 16 years, mare recently was a drector of Magnetic Minerals Limited and is presently chairman of financi Resources NL (Image ) and Sending Resources NL Mc Thomson, is a geologist with more than 30 years experience He was General Manager Exploration with Detta Guid Lid and Sons of Gwata Ltd and managed the program that led to the

discovery of the multi-righton ounce Sunrise gold deposit He (skirrently Managing Director of Image) Mr. Sakalid's has been a grophysicist for over 20 years and was involved in the original ground acquisition at the high-grade Silver Swan no ket deposit, and in the discovery of the Three Rivers and. Rose add deposits and the Congare runer 4 sands deposits

He was a drector of North Star Resources NL, a founding director of Magnetic Mirerals Limited and is currently Exploration Ditector of Image

PROJECTS

Meteoric is farming into a portfolio of gold and copper-gold. projects with potential for the discovery of significant, highwalup resources image holds a fliff interest in all these projects, with the exception of Wittherpe and part of Bullmen where a 70% beneficial oferest is held and Ruby Well where a 61% beneficial interest is faid.

If mage seeks to deal with other fenements by sate or rentventure within 2 years of the Listing Date, huage will allow. Meteoric a 30 day preference period in which to negotiate the acquisition of that interest from knage. This should provide Meteoric with a source of new opportunities and new projects generaled from Image's extensive aerormagnetic database

Meteoric's initial focus will be on the Warreto North Project where good potential is considered to exist for further discoveries. in this under-explored area along strike from the burn-grade. Marrege mine. Magnotite rich, highly magnetic (constance have been the traditional exploration forget in this productive request As an example of Meteoric's less conventional approach to exploration, and observing some recent exploration success by

cthers miths region, Meteoric intendate carry out extensive and detailed gravity and magnetic surveys to feat the more subtlemagnetic anomates evident in the project area in a search for mineralised hematile-rich tronstones. A smilar approach will be taken at the Murchison Range Project where extensions of the Termint Creek field are better stiught hencath cover

In addition to drilling taracts already with rest at the Bulthreit, Jarbera Hill and Miltherpe Projects, Meteoric interds to test conceptual targets for and and/or nickel at the Ularring, Innohon Lake and Ruby Well Projects once these tenements are granted.

BACKGROUND

Meteoric has the right to acquire a package of predominantly gold and copper-gold assets from fringe under a joint venture. with that company. Under the pint venture, which is ellective. from the Eisting Date, Meteoric.

• mist pay image \$220,000 towards reinbursement of past expenditors
• press spend a minimum of \$500,000 milholding year and maintain the tenuments in good standing and, subjecttherefor, may hand them back individual tenements may be handed back without Meteoric Insing the right to earn aninterest in the remaining tenements);
• may spend \$1 million within two years of the Listing Date on any or all of the tenements to earn an 20% interest in image's interest in the teneriserts liming has less thema 199% interest in some instances), and
• may nerouse its interest to 100% of Image's interest by spending another \$2 million iver a turther 3 years, in which casa frage will be entitled to a 1% gross royally

These "Investment Highlights" are not intended to provide full information for investors looking to apply for Shares offered by this warranty was prospectus. This prospectus should be read and considered in its entirety

This prospectus has been issued by Meteoric Resources NL and was todged with ASIC on, and is dated. 18 May 2004. Nether ASIC mot ASX take any responsibility for the contents of this pressectus.

The Company has issued both a printed and an electronic version of this prospectus and the electronic version may be accessed at www.meteoric.com.au. This prespectus should be read in its entirely before deciding to invest in the Shares offered by this prospectus. The Doard considers an investment in the Shares to be specifilitie and recommends that you consult with your tiburicial advisor as to the course you should toltow with respect fo the Shares. No Shares for other securities will be essaed on the basis of this prespectus after its expry date, being 13 months after the date of this prospector.

This provise the only constitutes an offer in Australia Where this prospectic has been dispatched in, or accessable betronically autside Australia by, Nin-Posideriis this prespectus is provided. for information purposes anly Non-Residents should refer to Additional Information - Non-Residents for further details.

The Company receives the capit and to accept an application form from any person if it has reason to believe that when that person was great the application form, that person was not provided with a complete and unattered copy of this prespectus and any relevant supplementary or replacement preopectus. It you have received an application form for the Shares without a complete. and unattened copy of the prospectus, please contact the Company who will send you, free of charge, either a printed or an photonic version of this prospectus.

Netwithstanding any provision of this prospectus, the Board may from time in line and without giving any natice extend or further extend any period or vary or further vary any date referred to inthis prospectus for such period of to such tater date as the Boardthinks it whether or not the period to be extended has expired by the date to be varied has passed.

The oformator on mineral select contained in this prospectus. lexcept for the Independent Geologist's Report accurately reliacts the information compiled by Mr Roger Themson, Elic MADLIMM, MAIG, who is a competent parson fas defined by the Australasian Code of Reporting of Identified Mineral Resources and Ore Reserves | with relevant experience in relation to sach mineralisatori

Please note that there are no defined minimal residinces or offereserves at any of the Conspany's projects and the Company has not get commenced any drilling at any of its projects. Any references made to mineralization, other mineral deposits or mining production are merely used to ave shareholders an indication of the size and types of ministalisabur for which the Company will be exploring at bookig to discover and are not. necessarily indicative of the type or size of minoral resources lifany which might he present at the relevant project or the referenced area of mineratication.

Definitions (usually with the first letter capitalised) appear both in the body of this prospectus frefer bold) as well as in the Glossary.

TABLE OF CONTENTS

CORPORATE DIRECTORY	1
INVESTMENT HIGHLIGHTS	2
IMPORTANT NOTICES	4
CHAIRMAN'S LETTER	6
CORPORATE OVERVIEW	7
DETAILS OF THE OFFER	¢
BOARD OF DIRECTORS	វព
PROJECT OVERVIEW	撑簧
INDEPENDENT GEOLOGIST'S REPORT	16
INDEPENDENT ACCOUNTANT'S REPORT	42
REPORT ON TENEMENTS	52
SUMMARY OF MATERIAL AGREEMENTS	59
RISKS	63
ADDITIONAL INFORMATION	65
GLOSSARY	68
GENERAL APPLICATION FORM	69

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CHAIRMAN'S LETTER

DEAR INVESTOR.

It is my pleasure, on behalf of the Board, to present to you the opportunity to invest in Meteoric Resources NL (Meteoric or Company).

Meteoric has acquired the rights to earn a majority interest in eight exploration projects from Image Resources NL (Image) with the potential to contain one or more significant high-value gold or copper-gold deposits.

The Board believes that the combination of Meteoric's portfolio of projects and the discovery and project generation track-record of its management, when capitalised via the Offer, augurs well for prospects and growth. The Company's vision is to become a successful and profitable mineral producer through a determined, focused, persistent, cost-effective and innovative exploration approach.

Meteoric's more advanced projects include Warrego North, situated only 3km north of the Warrego mine in the Tennant Creek field which contained 1.3Moz of gold and 91,500t of copper. Meteoric's tenements at Warrego North are interpreted to cover the northern 11km strike extension of the favourable stratigraphy hosting the Warrego mine. The proximity to a substantial past producer and the presence of numerous unfested or incompletely tested geochemical and magnetic targets make this an attractive copper-gold project that can be rapidly advanced to the drilling stage.

The presence of high-grade gold values at the Builfinch Project. situated near the 1.4Moz Copperhead gold mine, justifies immediate drilling of targets for both high-grade veins and bulktonnage stockworks. Furthermore, mineralised drill intercepts at the Jarbora Hdf Project and at the Witthorpe Project provide targets for follow-up drilling. The Company intends to drill the abovementioned projects within the first year of tisting.

Significantly, if Image seeks to dispose of other tenements by sale or joint venture within 2 years of Meteoric's admission to the Official List, Meteoric has a 30 day preferential right to negotiate the acquisition of this interest from image. It is anticipated that this could provide Meteoric with an ongoing source of new opportunities and new projects generated from Image's extensive. aeromagnetic database.

On behalf of the Board, I invite you to consider this investment. opportunity and took forward to welcoming you as a shareholder.

Yours sincerely

Peter Thomas

Chairman

CORPORATE OVERVIEW

OBJECTIVES

The Company's objectives over the 2 years following the Listing Date are to:

• explore the projects detailed in this prospectus in accordance with the recommendations set out in the Independent Geologist's Report section of this prospectus within the constraints of the expenditure programs set out below; and
• maintain a watching brief for and, if seen fit by the Board, pursue other opportunities.

Following the Completion of the Offer, the Company will have enough working capital to carry out these objectives.

CAPITAL STRUCTURE

The expected capital structure of the Company following the Completion of the Offer (assuming exactly \$4 million is raised) is as follows:

Details	Number
Shares currently held by Image.	4,200,000
Shares to be issued pursuant to the Bonus Issue (approximate).	5,563,259
Shares to be issued pursuant to the Seed Raising (maximum)*	6,450,000
Shares to be issued pursuant to the Offer**	20,000,000
Total Shares on issue at the Listing Date.	36,213,259
Contributing Shares to be issued to officers of the Company for their nominees)	6,500,000
Contributing Shares to be issued pursuant to the Bonus Issue (approximate)	8,344,889
Total Contributing Shares on issue at the Listing Date.	14,844,889

Assumes directors are issued a total of 750,000 Shares pursuant to the Seed Raising (which is the maximum that has been authorised by the Company's present sole Shareholder, Image) and that all applications received for the Seed Raising are accepted by the Company.

$\dot{\mathbf{w}}$ If Meteoric raises less or more than \$4 million pursuant to the Offer, the number of Shares issued pursuant to the Offer will decrease by up to 5 million or increase by up to 15 million respectively.

As at the date of this prospectus, Image has 17,945,858 options on issue with exercise prices between 25 and 33.5 cents each. Holders of options in Image will need to exercise those options before the proposed Record Date in order to participate in the Bonus Issue. All holders of shares in Image will participate in the Bonus Issue (on the basis of that shareholding) unless they validly decline. The above table assumes that no options presently on issue in Image are exercised prior to the Record Date and that no holder of shares in Image validly declines to participate in the Bonus Issue - the Board believes that it is highly unlikely that any Image shareholder would decline to participate, but it is not inconceivable. If any of the options are exercised prior to the Record Date, the number of Shares and Contributing Shares issued pursuant to the Bonus Issue may increase by up to 1,794,586 and 2,691,879 respectively.

CORPORATE OVERVIEW

ASX may classify any securities issued or agreed to be issued prior to the Listing Date, excluding those issued pursuant to the Offer, as restricted securities, full details of which will be released to ASX as part of the Company's pre-quotation disclosure. The Company has received an in principle ruling from ASX that, except for Bonus Issue Shares and Contributing Shares issued to related parties of the Company, Image and their associates, the Bonus Issue Shares and Contributing Shares will not be classified as restricted securities. Application for quotation of the Contributing Shares will not be made within the first 12 months after Meteoric is admitted to the Official List.

USE OF PROCEEDS

The following lable sets out how the Company intends, as at the date of this prospectus, to apply the funds raised pursuant to this prospectus over the first two years following the Listing Date:

Description	Minimum Subscription [\$]	Full Subscription (\$)	Over Subscription [\$]
Project Exploration (refer table below)	.500.000	2,050,000	3,400,000
ASX Listing Fees	20,000	25,000	30,000
Capital Raising Fees [5%].	150,000	200,000	350,000
Other Expenses of the Offer-	175,000	175,000	175,000
Reimbursement to Image.	220,000	220,000	220.000
Corporate Overheads	850,000	850,000	1,280,000
General Working Capital	85.000	480.000	1,545,000
Total	\$3,000,000	\$4,000,000	\$7,000,000

To the extent that funds raised pursuant to the Offer do not fall into one of the above scenarios, the Board will commensurately adjust the application of the funds having regard to the quantum raised. However, it is anticipated that save for fixed cost line items fother expenses of the Offer and reimbursement to Imagel the funds will be applied in a broadly pro rata manner which reflects the respective differences for each scenario.

INDICATIVE EXPLORATION EXPENDITURE

The Company believes that expenditure of the following amounts on exploring each project is justified.

Project	Minimum Subscription		Full Subscription			Over Subscription
	Yr 1 [\$]	竹2(5)	辛 江郎	Yr 2 (\$)	计生线	Yr 2(3)
Warrego North	260,000	300,000	360.000	360.000	570,000	750.000
Murchison Range	130,000	170.000	160.000	230.000	270,000	420.000
Buttlinch	100,000	100.000	120.000	180.000	250,000	200.000
Ularring (Application)	$\cdots$	$\cdots$	$\sim$	$\cdot$		$\sim$
Barbora Hä€	120,000	80,000	180.000	160.000	290.000	200.000
Junction Lake (Application)	$\cdot$	$\cdots$	$\cdots$	$\cdot$	$\cdot\cdot$
Withorpe	100.000	140 000	120.000	180.000	250,000	200.000
Ruby Well (Application)	$\cdot$		$\cdot$
Total	710,000	-790-000	940.000 1,110,000		1,630,000	1,770.000

The above exploration programs are subject to change and are contingent on circumstances, results and other opportunities. Expenditure may be realfocated amongst existing or new projects or to general working capital. If tenements are granted for any of the above projects which are designated as applications, the Company may reallocate funds to these projects having regard to the recommendations made in the Independent Geologist's Report section of this prospectus. The Company does not intend to restrict its activities to the aforementioned projects and will evaluate other opportunities as they arise.

DETAILS OF THE OFFER

THE OFFER

This prospectus is for the offer of 20 million Shares at an issue price of 20 cents each to raise \$4 million. The minimum subscription for the Offer is 15 million Shares raising \$3 million. The Board reserves the right to accept oversubscriptions of up to an additional 15 million Shares to raise up to an additional \$3 million.

ACCEPTANCE

If you wish to participate in the Offer, you must complete an application form accompanying this prospectus in accordance. with the instructions set out therein. The Board intends to give priorsty to applications on a first come first served basis but reserves the right to accept any application in whole or in part. or to reject any application.

Application monies will be held in a separate bank account on behalf of applicants unfil the Shares offered under this prospectus are issued. If any application is relected in whole or in part, the amount tendered in respect of Shares that have not been issued pursuant to the relevant application will be repaid to the unsuccessful applicant, without interest.

PRIORITY TO IMAGE SHAREHOLDERS

Persons who are Image shareholders as at a date announced or to be announced by Image for purpose of this provision will receive a green (Image shareholder) application form together with a copy of this prospectus. In accepting applications for the Offer las set out above), the Board intends to set aside at least 5 million of the Shares offered under this prospectus for applications received from Image shareholders (pursuant to the green (Image shareholder) application forms) by 14 June 2004.

ISSUE OF SHARES

If your application is accepted, in whole or in part, the Company. will issue Shares pursuant to your application and dispatch either an issuer sponsored holding statement or a CHESS statement to you as soon as practicable after the closing date together with any excess application monies. The banking of application monies in a trust account does not constitute acceptance of your application.

No Shares will be issued pursuant to this prospectus until:

• the minimum subscription under the Offer has been $\mathbb{R}^{\mathbb{N}}$ received: and
• b} ASX has given the Company conditional approval to be admitted to the Official List.

OPENING AND CLOSING DATE

The proposed opening date for acceptances of the Offer will be 26 May 2004 (the opening date will be delayed if the mandatory 7 day exposure period required by the Corporations Act is extended. by ASIC). The proposed closing date for acceptances of the Offer is 5:00pm (WST) on 2 July 2004. The Board reserves the right to open and close the Offer at any other date and time, without notice.

Applications for Shares pursuant to this prospectus will not be processed by the Company until after the expiry of the exposure period. An application lodged prior to the expiry of the exposure period will be treated as though it was received immediately. following expiry of the exposure period.

STOCK EXCHANGE LISTING AND QUOTATION OF SHARES

The Company will, within 7 days after the date of this prospectus, apply for admission to the Official List and for its Shares to be quoted on ASX. If the application is not made within 7 days after the date of this prospectus or if the Shares offered under this prospectus are not granted guotation within 3 months. after the date of this prospectus, the Company shall deal with applications in accordance with the requirements of the Corporations Act. The fact that ASX may grant quotation of the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares.

OFFER FEES

The Company intends to pay a fee equal to 5% (exclusive of GST). of the funds raised under the Offer pursuant to each application. procured by and bearing the stamp of a holder of an Australian. Financial Services Licence, subject to the bolder having fulfilled. all obligations and tiabilities due to be observed or performed by the holder for the benefit of the Company and receipt by the Company of a tax invoice within 21 days of the Listing Date.

ROARD OF DIRECTORS

PETER THOMAS

NON-EXECUTIVE CHAIRMAN

Mr Thomas is a practising solicitor with more than 20 years experience in the resource sector, both oil and minerals, specialising in the provision of general legal, contractual, commercial and corporate advice and services to both miners. and explorers, including advice and services to assist in bringing a number of mines into production and the subsequent operations of mines. He has been responsible for the structuring, restructuring and reconstruction of a number of entities and has been a director of a number of tisted companies. Mr Thomas is Chairman of Image Resources NL, Sandfire Resources NL and the Anthem Software group of companies. He was a director of Magnetic Minerals Limited until it was taken over by Treor in earty 2003, delivering real value to Magnetic shareholders.

ROGER THOMSON

MANAGING DIRECTOR

Mr Thomson is a geologist with more than 30 years experience in minerat exploration, mining geology and management in Australia, Africa, South America and Southeast Asia. He has held the positions of General Manager Exploration with Detta Gold Ltd. and Sons of Gwafis Ltd and has been responsible for, or closely associated with, making economic discoveries of gold and tantatum in Australia. Mr Thomson successfully managed the exploration program that led to the discovery of the multi-million. ounce Sunrise gold deposit near Laverton in Western Australia. He is an Associate of the Royal School of Mines, a Member of the Australasian Institute of Mining and Metallurgy and a Member the Australian Institute of Geoscientists. Mr Thomson is a director of Image Resources NL and Mariana Resources NL.

GEORGE SAKALIDIS

EXPLORATION DIRECTOR

Mr Sakalidis is an exploration geophysicist with over 20 years industry experience, during which time his career has included extensive gold, diamond, base metals and mineral sands exploration. He was involved in the compilation of what the Boardbelieves to be one of the largest aeromagnetic databases held by any Australian junior explorer, which is now held by Image Resources NL. Using this database, Mr Sakatidis has been involved in a number of significant mineral discoverses, including the Three Rivers and Rose gold deposits in Western Australia and the tenement application over the Silver Swan nickel deposit. He was also instrumental in the design of the magnetic surveys that led to the discovery of the farge mineral sands resources at Magnetic Mineral Limited's Dongara Project. Mr Sakatidis was a founding director of Magnetic Minerals Limited and was previously a director of North Star Resources Nt. He is also a director of Image Resources NL.

PROJECT OVERVIEW

Meteoric has acquired the right to earn a majority interest in eight gold and copper-gold projects totalling approximately. 1,295km' in the Tennant Creek, Yilgarn and Peak Hill mineral provinces. The projects range from those with defined drift targets, such as Warrego North along strike from the Warrego mine, to those at an early stage of exploration.

TENNANT CREEK PROJECTS

WARREGO NORTH (Meteoric earning up to 188%) This 172km' project is situated in the Tennant Creek goldfield. which has past production of 4.7Moz of gold from 16.3Mt of ore and which is renowned for the high-grade of its orebodies. The project tenements are located immediately north of the fargest mine in the field, the Warrego mine, which produced 1.3Moz of gold and 91,500) of copper. Warrego had overall recovered grades of approximately 8g/t gold and 2% copper and was characterized by high-grade gold zones averaging 20g/t. Importantly, the Warrego-North tenements are interpreted to cover the 11km northern extension of the favourable stratigraphy which hosts the Warrego mine. The Last Hope gold mine, where gold was first discovered in the Tennant Creek goldfield, is tocated within the project area.

Copper-gold crebodies in the Tennant Creek gold Beld are commonly associated with magnetite-rich ironstones within the Warramunga Formation, a sequence of greywacke, sillstone, shale and felsic volcanics of Proterozoic age. There is evidence that the mineral deposits are structurally controlled and occurwithin the more ferruginous horizons of the Warramungal Formation. Significantly, there is more recent evidence that copper-gold mineralisation is also associated with less magnetic, hematite rich ironstones such as at the Nobles Nob and Charlot copper-gold deposits. At Charlot the deposit is coincident with a strong and shallow gravdy response which is separate from the Charlot magnetic response. Whilst magnetic surveying techniques have been a primary exploration tool in the Tennant Creek area in the past, the use of gravimetric surveying is becoming increasingly important in identifying new exploration. targets. Meteoric is planning extensive gravity and ground. magnetic surveys over the entire sequence north of the Warrego mine together with surveys over selected targets in the western part of the project area.

Structural controls of mineralisation are considered to be important in the Tennant Creek area and it is noted in the Warrego North Preject area that pronounced structural corridors interpreted from aeromagnetics are evident trending N-S through the Warrego mine and NW-SE through the Gecko mine. These leatures, together with others evident from the aeromagnetics, identify a number of prospective corridors which include several of the targets identified to date.

Previous exploration within the project area included shallow. geochemical vacuum dritting which identified numerous coppergold anomaties. Deeper drifting in this area appears to be quitelimited in extent, however, reported occurrences of hematite and magnetite alteration provide encouragement for further exploration, particularly when combined with the proposed gravity. surveys to identify prospective iron-rich host rocks. The proximity of the project to a substantial past producer and the presence of untested or incompletely tested geochemical and magnetic. targets make this an attractive project that can be rapidly. advanced to the drilling stage.

WARREGO NORTH AFROMAGNETIC 3D IMAGE

MURCHISON RANGE (Meteoric earning up to 100%)

This 606km² project is interpreted to cover the south easternextension of the Proterozoic rocks which host the high-grade. copper-gold deposits of Tennant Creek, some 90km to the northwest. These small bull generally high-grade deposits are oftencharacterised by discrete magnetic and gravdy anomaties related to mineralised ironstones. The project area has not been extensively explored in the past due mainly to the lack of outcropand perceived thick cover of the Cambrian sediments. Several exploration targets have been identified on what are considered to be favourable structural and magnetic features. Recentexploration on some of these targets has defined coincident magnetic, gravity and geochernical anomaties which provideimmediate dritting targets below cover.

YILGARN PROJECTS

BUELFINCH (Meteoric earning up to 90%/100%)

This 85km² project covers the eastern margin of the Buttfinch. greenstone bell and is mostly underlain by Archean granitoid. The 1.4Moz Copperhead gold mine is situated approximately 5km south-west of the tenement. Several areas of old gold workings. occur in the granitoid which have not been driff tested or subject to modern exploration. Sheeted guartz vein and stringer mineralisation within a series of paratlel north-east structures. occur over a 300m x 350m area at the Bottom prospect. The Golden Frog workings are structurally complex and trend eastwest and north-west over an area of 1,500m x 500m. Reconnaissance rock sampling returned grades ranging from 0.01 to 72.4 g/t gold (uncut average 5.4g/t gold from 26 samples). at Bottom and from 0.01 to 14.6a/t gold (uncur average 3.9g/t) gold from 24 samples) at Golden Frog. The Withers Find workings can be traced for about 2km with much of this north-west trendina structure remainina undrifted.

At the Reynolds Find prospect a flat Wing quartz vein has been RC drilled to shallow depth (about 35m) over a strike length of approximately 240m with best intersections of 2m at 4.6q/t gold. from 17m (in drift hote RRC14), 2m at 3.4g/t gold from 37m (RRC6) and 2m at 3.4g/t gold from 33m (RRC12). This vein system remains open at depth and along strike to the east.

Hole		Coordinates	From	Τo	Internal	Grade
Number	N	E	m	ភា	m	q/t Au
BFR 20	74837	9229.	37	40.	3	0.4
BFR 21	73992	9398	45	47	2	0.3
RRC 06	79042	11222	37	39	2	3.4
RRC 07	79879	11166	8	9		1.5
RRC 12	79042	11107	33	35	2	3.4
RRC 14	79063	11073	17	ţĢ	2	4.6

Holes BFR 28 and 21 inclined at 60°, azimuth 230°, Ekdas RRC 6, 7, 12 and 14 inclinad at 60°, awmeh 010°

South of Withers Find, geochemical sampling has identified a 3km-long gold anomaly in a soil covered area. The anomaly has been partially tested by a single RAB dritting traverse with a best intercept of 3m at 0.4g/t gold from 37m (BFR20), however the central part of the anomaly remains undrilled. These prospects provide immediate drill targets for both narrow high-grade veins and bulk-tonnage sheeted veins and stockworks.

UEARRING (Application, Meteoric earning up to 100%).

Previous exploration has indicated a potential for both nickel sulphides and gold atthough limited drilling has been completed. on this under-explored 208 km2 project area situated 140km west-north-west of Kalgoortie. Interpretation of both aeromagnetic and gravity data has outlined several exploration. targets on this poorly exposed section of greenstone belt.

JARBORA HILL (Meteoric earning up to 100%).

Located along strike from known gold and base metal occurrences in the Tallering greenstone belt (including Giraba-Resources' active Snake Well project), this 18km2 project is interpreted to cover structurally deformed magnetic stratgraphy. which is considered lavourable for gold mineralisation. RAB dräting of three geochemical gold anomalies defined returned some anomatous results including 12m at 0.3g/t gold from 33m. EJHR827) and 1m at 4.2g/t gold from 35m EJHR838).

Hate		Coordinates	From	Тo	Internal	Grade
Number	N	F	រារ	m	m	a/t Au
7JHR8 27	9422.	26425	33	42	୍	0 S
JHRB 29	9633	26150	32	33		04
JHRB 38	8816	27000	35	36		4 2enh

Holes inclined at 60°, avenues 360°, eph: end of hole.

An induced polarisation survey across the geochemical anomalies indicated other potential targets which remain untested. These encouraging early-stage results point to several areas for follow-up drilling.

JUNCTION LAKE (Application, Meteoric earning up to 100%).

This 64km2 project situated 130km east of Kafgoortie covers. a number of aeromagnetic features interpreted to be mainly untested greenstone sequences prospective for both nicket and gold. The project area is extensively covered with alluvium and has been subject to little previous systematic exploration. In particular one aeromagnetic feature shows some similarities. to the aeromagnetic signature of the dolerite-hosted Junction. gold mine in the St Ives gold field south of Kalgoorlie. For this reason the prime target will be an interpreted Archean. doterite unit which will be drill tested for evidence of atteration. and gold mineralisation.

PROJECT OVERVIEW

PEAK HILL PROJECTS

WILTHORPE (Meteoric earning up to 90%)

Situated 25km south of the 1Moz Fortnum gold mine, drilling targets have been identified in two areas on this 12km2 project. Previous drilling of the more northern of the two prospects. encountered mineralisation with a best intercept of 32m at 1.0a/t. gold from 8m (LA782). Follow-up drilling confirmed a broad zone. of mineralisation over an east-west distance of 70m adjacent to and below the previous dritting, with best intercepts of 2m at 3.3q/t gold from 46m (WDRB5), 13m at 1.4q/t gold from 35m (WDRB6), 3m at 13.1g/t gold from 3m (WDRB7) and 2m at 4.7g/t gold from 50m (WDRB7). Drilling 188m to the south along strike intersected 6m at 1.2g/t gold from 30m (WDRB10) indicating potenbal for strike extensions in this direction. Dritting 100m to the north did not intersect significant values, however ground magnetic surveys suggest that the structural trend is to the north-east and further dritting in this area is planned.

Hole		Coordinates		To	Internal	Grade
Number	N	Е	m	ភា	m	g/t Au
LA782	4335	6526	8	40	32	1.0
WDRB05	4335	6514	28	32	Á	$1.2\,$
			46	55	ę	1,3
		linetudina	46	48	2	$3.3}$
WDR806	4335	6490	7	10	3	$1.2\,$
			24	26	2	1.2
			35	48	13	1,4
			52	56	Á.	1.9
WDRB07	4335	6466	3	ó	3	13.1
			10	12	2	1.0
			24	28	Á	1.0
			50	52	2	4.7
			70	73	3	2.4
			78	80	2	1.0eoh
WDR810	4235	6526	30	36	6	1.2
WDR830	1740	6300	24	27	3	2.4
WDR831	1780	6300	65	68	3	2.3

Holes inclined at 60°, azimuth 090° (except WDR830 and 31 azimuth 180°); eob: end of hote.

Two kilometres south of the northern prospect, a drill traverse across a geochemically anomalous zone intersected a north-east trending zone of ferruginous quartz veins where previous. prospecting had encountered a number of gold nuggets close. to the surface. The quartz veins have been traced over a 200m. strike length in a broad zone some 100m in width with extensions. obscured by soil cover. Dr8f intercepts include 3m at 2.4g/t goldfrom 24m (WDRB30) and 3m at 2.3g/t gold from 65m (WDRB31). Both of these prospects are considered to have potential for extensions at depth and along strike.

RUBY WELL (Application, Meteoric earning up to 60%).

Located in the Peak Hill gold district, this 122km2 project surrounds the Ruby Well gold workings where both vein-hosted and alluvial gold have been mined on a small scale. Mapping by the Geological Survey of WA indicates a gold occurrence. within the project area near Ruby Buffer Welt. Interpretation of aeromagnetic data has identified several structural leatures. considered favourable for gold mineralisation and which provide immediate exploration targets upon grant of the tenement.

INDEPENDENT GEOLOGISTS REPORT

CONTINENTAL RESOURCE MANAGEMENT PTY LTD

ACN 009 366 929

10 Hehir Street BELMONT WA 6104 PO Box 307 BELMONT WA 6984

Telephone +61 8 9478 3987 Facsimile +61 8 9478 3986 Froail crrofdinet net au

28 April 2004

The Directors Meteoric Resources NL. Eavel 2 35 Outrain St WEST PERTH 6005

Dear Sirs.

CONSULTING GEOLOGISTS' REPORT

This report has been prepared by Continental Resource Management Pty Ltd (CRM) for inclusion in an initial public offering to be issued by Meteoric Resources NL (Meteoric Resources) before 30 June 2004.

Meteoric Resources has assembled a portfolio of tenements in Western Australia and the Northern Territory, the areas of which are at variable stages of exploration. The principal commodities sought are gold and base metals. The agreements, status and interests held by Meteoric Resources in the bcences are set out elsewhere in this Prospectus.

CRM's assessment of the properties included in the Prospectus is based upon technical and cost information provided by Meteoric Resources. Reference has been made to other sources. of information, published and unpublished, motuding government reports and reports prepared by previous title holders to the areas, where it has been considered necessary. CRM has endeavoured, by making reasonable enquires, to confirm the authenticity and completeness of the technical data used in the preparation of this report and to ensure CRM had access to all relevant technical and other information.

It is the opinion of CRM that the tenements described in this Prospectus are worthy of continued exploration and are located in areas where there is reasonable expectation for focating economic mineralisation. The budgets proposed for the recommended exploration programmes are appropriate. In the event of the minimum subscription of \$3 million being raised. reduced budgets of \$710,000 in the first year and \$790,000 in the second year have been proposed and these are considered to be adequate to advance the projects. It is not possible to accurately determine the outcome of exploration and considerable variation. to the proposed exploration program and budget may be required as new data becomes available. We have visited all of the Western Australian project areas except Junction Lake in the course of our review or in the past two years. It was considered that no material information would have been gained by visiting the Tennant Creek area as the project areas are covered by alluvial sediments. This report was prepared by Dr John Chisholm

The statements contained in this report are given in good faith and have been derived from information believed to be reliable. and accurate, and supplemented by our own investigations. We have retted upon this information and have no reason to believe that any material facts have been withheld from us. We do not imply that we have carried out any type of audit on the technical, accounting or other records of Meteoric Resources or that our assessment has revealed all of the matters which an audit or more extensive examination might disclose at the date of this report. All references to mineral resources and reserves are consistent with the Australasian Code for Reporting of Identified Mineral Resources and Reserves (The Code) as recommended by the Report of the Joint Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC).

Dr John Chishofm holds a Bachelor of Science degree (Geology) from the University of New England and a Doctorate of Philosophy (Applied Science) from the University of New South Wates and is a Fetlow of both the Austrafasian Instaure of Mining and Metallurgy and the Australian Institute of Geoscientists. He also has Chartered Practicing Status in geology with the AusfMM. On completion of his studies he fectured at the University of Western Australia and Curtin University in economic geology and geochemistry. Dr Chisholm subsequently worked in senior positions for Texasqulf Australia Etd and Elf Aquitaine Australia Etd in base metals and Getty Oil Development Company Etd for gold. In late 1984 he joined Western United Mining Services Pty Etd as geological manager later becoming managing director. Since 1989 he has been a principal geologist in the consulting firm Continental Resource Management Pty Ltd. He has 25 years extensive experience in exploration, assessment and development of gold, base metals and heavy minerals in Australia, West Africa, Southeast Asia and countries of the former-Soviet Union.

No member or employee of CRM is, or is intended to be a director, officer or other direct employee of Meteoric Resources. No member or employee of CRM has, or has had, any share holding, or the right (whether enforceable or not) to subscribe for securities, or the right (whether legally enforceable or not) to nominate persons to subscribe for securities in Meteoric Resources. Fees are being charged at a commercial rate for the preparation of this report, the payment of which are not contingent upon the conclusions of the report nor on the success of the proposed listing of Meteoric Resources on the Australian. Stock Exchange Ltd.

CRM has given and has not at the time of todgement of this Prospectus withdrawn its consent to the issue of the Prospectus. with this report included in the form and context in which it. appears.

Yours sincerely Continental Resource Management Ply Ltd

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SUMMARY

INTRODUCTION

Meteoric Resources NL (Meteoric Resources) has interests in eight projects, comprised of 15 tenements, six of which are located in Western Australia and two in the Tennant Creek region of the Northern Territory. The portfolio of mineral tenements assembled by Meleonic Resources is prospective for gold, affhough some are also considered to be highly prospective for copper and nickel mineralisation. The tenements comprise a blend of advanced exploration projects such as at Warrego North near Tennant Creek and at Bullfinch near Southern Cross with more conceptual prospects such as Junction Lake, Ularring, Ruby Well and Murchison Range.

Australia has a long history of mineral exploration that includes periods of intense activity when the land surface was scoured. in the search for exploitable minerals. There is fittle of Australia's land surface that has not received close scrutiny. from generations of mineral explorers. The result is that the outcropping deposits were nearly all discovered by the early prospectors, with those obscured by thin alluvial cover discovered in later years due to improvement in geochemical prospecting methods, in more recent time the advances in remote sensing technology, digital enhancement of data to aid interpretation. and a good understanding of the controls on mineral depositformation, have ted to some spectacular successes in areas of more extensive cover.

Meteoric Resources has access through a joint venture. with Image Resources NL (Image), to a large database of aeromagnetic data acquired over many years and has developed expertise in the identification of subtle anomaties associated with concealed mineralisation. The methods are successful in detecting weak magnetic responses associated with the structural setting of gold deposits. Many of the tenements were acquired as a result of detailed interpretation of data within the extensive database of aeromagnetic data held by Image.

METEORIC RESOURCES ţġ

INDEPENDENT GEOLOGIST'S REPORT

TENEMENTS

The tenement package is comprised of 15 tenements totalling approximately 1295km2 involving eight projects groups located in three deographic areas (Table 1).

Table 1 Meteoric Resources - project summary

Project group	Area {km 2 }	No of tenements
Tennant Creek	778	3
Warrego North	172	2
Murchison Range	606	1
Yilgarn	375	8
Buttlinch	85	5
Utarring	208	1
Jarbora H群	18	1
Junction Lake	古な	1
Peak Hill	142	4
Withorpe	$^{12}$	3
Ruby Well	122	1

PROJECTS

The main projects are Warrego North near Tennant Creek and Bullfinch in the Southern Cross region. At Warrego North the company has two tenements totalling 172km2 covering areas of Warramunga Formation which is the most common host to the copper-gold deposits in the region. The southern boundary of the project is approximately 3km north of the large 3.3Moz Warrego. gold mine which exhibits a similar magnetic signature and isin a similar structural setting to targets identified within the tenement areas. The Murchison Range project is more conceptual than Warrego North in that it covers 606km² of lightly explored volcanics and volcanoclastic sediments beneath variable thicknesses of Cambrian sediments. Previous work by Image has identified three targets which require drill testing

At Buttfinch, the company has an interest in live tenements strategically located adjacent to known gold areas. This project is close proximity to the 1.4Moz Copperhead mine and contains a number of significant old workings at Reynolds Find and Withers. Find. High gold values have been obtained from rock chip samples around the old workings with best results of 14.6g/t from the Golden Froq prospect and 72.4q/t from the Boltom prospect.

Utarring tocated to the east of Buttfinch, is a single exploration. licence application covering an area of under-explored greenstone. where previous exploration has concentrated on available outcropand satellife interpretation rather than on aeromagnetic data. The area has previously been explored for gold, copper, nickel and iron. Very widely spaced RAB drilling has been completed and the area remains to be adequately tested.

The Jarbora Hill tenement is located in the Murchison region. within the Tallering greenstone bell. The tenement covers extensions to greenstones hosting a number of significant golddeposits. Dritting to date over interpreted magnetic targets has delineated some significant gold mineralisation and subsequent IP traverses have indicated that the best targets remain untested.

The Bunction Lake project area is a single tenement of 64km² focated south of Kambalda covering an interpreted and unlested. belt of greenstones. Given the location of the project the greenstones have prospectivity for gold and nickel. Interpretationof aeromagnetics has identified a target that shows certain. similarities to the dolerite hosted Junction gold mine at St Ives.

Meteoric Resources has rights to two prospects in the Peak. Hill region at Willhorpe and Ruby Well. The Ruby Well project is a single exploration (idence of 122km² that covers the area around old gold workings at Ruby Well. Structural and magnetic interpretation has identified a number of targets. that show similar characteristics to the interpreted structural setting of the gold deposits at Horseshoe, Labouchere and Three Rivers. Further to the west the company has tenements. covering 12km² at Witthorpe some 25km south of the 1Moz Fortnum gold mine. A zone of mineralisation has been identified in the northern part of the tenement block. In the southern part anomatous soils containing up to 400ppb gold. have been located on the tenement and first pass RAB drifting. has identified up to 3m at 2.4g/t gotd.

TENNANT CREEK PROJECTS

INTRODUCTION

The Warrego North and Murchison Range projects are comprised of three exploration licences fotalling 778km2. The projects are in areas interpreted to contain Warramunga Formation sediments. similar to those hosting the gold-copper deposits of Tennant Creek. The Warrego North area contain little outcrop as most of the area is covered with variable thicknesses of aeotian sand. At Murchison Range the Warramungs Formation sediments are in most part overlain by rocks thought to be predominantly. Cambrian sediments of the Georgina Basin.

The Warrego North project is located to the northwest of Tennant Creek with the southern boundary approximately 3km north of the Warrego mine. The project area includes the East Hope mine where gold was first discovered in the Tennant Creek Goldfield. A gazetted public fossicking area (FA 04) is located in the graticular block immediately to the south of the Last Hope Mine. The Murchison Range project area is tocated 90km to the southeast of the gold mining centre of Tennant Creek.

INDEPENDENT GEDI DGISTIS REPORT

Gold was first reported at Tennant Creek in 1895 but it was not until 1932 that active development commenced in the goldfield. The importance of copper rather than gold during the 1960s. stimulated exploration which continued during the 1970s. The rise in the price of gold during the early 1980s reactivated exploration in the region which continued during the early to mid-1990s. The deposits of the Tennant Creek area although modest in size are known for their high copper and gold grades. Warrego, the largest deposit in the field produced 35.9t of gold and 91,500t of copper from 4.75Mt of ore at an average recoverable grade of 7.6g/t Au, whereas the smaller 450,000t Juno Mine produced 26t of gold at a grade of 57.8g/t.

TENEMENTS

The Warrego North project is comprised of one granted exploration ficence and one exploration licence application totalling 172km² in area. The Murchison Range project is comprised of a single exploration ficence of 606km2. The tenements are held by Image and Meleoric Resources has the right to acquire up to a 100% interest in each to the tenements.

Project	Number	Grant date	Area {km2}	amuat expenditure requirement
Murchison Range	E10177	$3 - J$ ul $-01$	606	\$30,000
Warrego North	E23764	10-Dec-03	146	\$30,000
Warrego North	E24138	Application	-26
		Total	778	\$60,000

Table 3 Tennant Creek - tenement summary

Geological setting

The project areas are located within the Tennant Creek Intier, an area of Proterozoic rocks consisting of three distinct geotogical provinces; the Davenbort Province to the southeast, the central Tennant Creek Block and the Tompkinson Creek Province to the northwest. The Intier is comprised of a gneissic basement overlain by Proterozoic sediments of the Warramunga Formation, Hatches Creek Group and the Tompkinson Creek Beds. The sequence of Proterozoic sediments was intruded by younger Proterozoic. granitoids around 1858 Malto 1845 Malduring the Barramundi Orogeny. The Proterozoic rocks were subsequently overlain by Cambrian sediments of the Georgina Basin. The Tennant Creek goldfield is located within the central block where the oldest rocks are the metasedimentary rocks of the Proterozoic Warramungal Formation, which are the host to the ironstone-gold-copperbismuth mineralisation of the Tennant Creek goldfield.

The Warramungs Formation is comprised of a sequence of argillaceous sedimentary rocks that includes greywackes,

siltstone, shale and units of baemablic-magnetite shale. Cross-cutting and conformable quartz-feldspar porphyries occurwithin the sedimentary sequence.

Following deformation and uplift of the basement, the volcanics and volcanictastics of the Flynn Sub-Group were erupted (1845) Ma to 1827 Ma), with intrusion of porphyries and minor granitoids. into the Warramunga Formation. The Warramunga Formation has been subjected to three phases of deformation, the first of which formed light to isoclinal folds with an east-west axis. The two later phases formed west-northwest trending laulisand shear zones, and finally northwest trending faults. The tenements cover an area of poor outcrop comprised of Cenozoic and Quaternary aeotian and attuvial sand cover.

PREVIOUS EXPLORATION

Warrego North

The area covered by the Warrego North tenements has been has explored by a number of companies since the 1970s for coppergold and granium mineralisation. During the 1960s exploration inthe region was conducted principally by the two companies with operating mines, Peko Mines NL and Australian Development NL but few reports of this work have passed through to the publicdomain. Although the area has been held under tenements for many years by a succession of companies very little drilling basbeen completed with most of that being shallow vacuum drilling with RAB follow-up.

Geopeko Limited (Geopeko) explored the area during the 1970s and early 1980s using aeromagnetics flown by the Bureau of Mineral Resources to identify targets for follow-up groundmagnetics. Numerous magnetic and geochemical anomalies. were identified with only the most obvious magnetic features. and highest geochemical values followed-up. Included in the work were three diamond holes drilled on three anomalies. designated Explorer 27, 36 and 59. Hote No. 1 at Explorer 27. tested a limonitic gossan containing up to 1,500ppm Cu and up. to 800ppm Mo. The hole intersected dispersed chalcopyrite from 124m to the end of the hole at 183m but no core was assayed. At Explorer 36 a single drill hole totalling 303m intersected allernating diorite and feldspar porphyry containing disseminated magnetite and copper-iron sulphides with a best intersection of 1.2m at 0.4g/t Au from 173m and 1.2m at 0.22% Cu from 270m. The third hole, at Explorer 59, was presumably testing a magnetic anomaly and was stopped short at 86m after intersecting 31m of fresh weakly magnetic diorite. During the same period Uranerzexplored the area for uranium.

During the 1980s both CRA Exploration Pty Eld and Central Electricity Generating Board Exploration (Australia) Pty Ltd (CEGB) separately explored the area for uranium and gold mineralisation.

INDEPENDENT GEOLOGIST'S REPORT

Posgold Ltd and its precedent Australian Development Limited explored the area during the late 1980s and early to mid 1990s. The work included processing of aeromagnetics surveys flown over the area by Aerodata in 1984 and Austirex in 1989, detailed photogeological interpretation, drainage geochemical sampling and vacuum drilling and ground magnetics. Small gravity surveys over areas of 5km by 5km were completed over selected prospects. Geochemical anomalies determined by vacuum drilling were followed-up with RAB drifting and a small number of RC holes. The best result assays were in RC hole SRPK002 (365682E & 7862903N) with 0.14g/t Au, 2,100ppm Cu and 246ppm Bi which indicated the presence of a sulphide mineralising system.

Glants Reef Mining Ltd held parts of the area from the tate 1990s to 2002 completing detailed aeromagnetics and colour air-photography.

Murchison Range

The area has not been extensively explored in the past due mainly to the lack of outcrop and perceived thick cover of Cambrian. sediments. Some regional exploration has been completed by a variety of major and minor companies for a range of commodities. including diamonds, uranium, gold and base metals. The most significant of the eartier work was that by Geopeko which as operator of the Tennant Creek mines flew regional aeromagnetics. at 250m line spacing in 1987 over 1,500km2 including the project area. Geopeko identified a number of anomaties thought to represent Tennant Creek types of magnetic targets but completed. only limited follow-up work prior to withdrawing from the area in 1989. Only one hole was drilled by Geopeko and this hole intersected haematitic shales and jaspitite of the Warramunga Formation beneath 50m of Cambrian sediments.

Adefaide Resources NL held a large part of the Murchison Range tenements during the period 1993-97 and explored the area in joint venture with Normandy Gold Ltd during 1995-97. Adetaide Resources re-processed the Geopeko aeromagnetic data in 1994 from which it identified five target anomaties associated with north-south and northwest trending fault structures which looked similar to the Nobles Nob gold deposit. The joint venturers drifted 33 widely spaced RAB holes to fest the targets but less than seven of the holes penetrated through the Cambrian sediment cover which varied in thickness from 44 to 71m. Of these seven holes, three recorded anomalous base metal values with the best intersection being 7m at 577ppm tead, 117ppm zinc and 108ppm. copper. The hole with the best results was recorded from the anomaly associated with the intersection of northwest and northsouth trending fractures.

North Star Resources NL explored a farge part of the Murchison Range licence area for a short period during which it flew aeromagnetics at 150m line spacing. Interpretation of the data resulted in 22 targets being identified, the more important

of which were followed up with soil geochemistry and ground magnetics. Soil sampling over previously identified aeromagnetic. targets has identified two low order gold geochemical anomalies.

Image conducted further ground work completing detailed ground magnetics, gravity and geochemical surveys over anomaties FT5. and MT12, and magnetic and geochemical surveys over ET4. At anomaly MT12 there are coincident magnetic and gravity. anomaties with weak but anomatous gold values in the soils. The maximum gold value is 67ppb compared to a background. of 0.2ppb. At anomaly FT5 there are off-set magnetic and gravity. anomaties with weakly anomatous Au, Bi, Sb and As values in the soits. Anomaly ET4 has weakly anomatous Au and Bi soit values with a coincident magnetic anomaly.

EXPLORATION POTENTIAL

Warrego North

The Tennant Creek Goldfield is characterised by the occurrence of relatively small but high-grade, gold-copper-bismuth deposits. There is a spatial relationship between the location of the deposits and the targer structures which probably provided fluid pathways through the earth's crust. The principal gangue mineral in the primary zone of all of the deposits is magnetite, even though the gold and magnetife are not necessarily co-genetic, and this has traditionally and successfully been used to explore for new deposits. Improvements in the processing and enhancement of magnetic data have allowed additional magnetic targets to be identified from the existing aeromagnetic surveys such as where weathering has reduced the amount of magnetite thus decreasing the intensity of the characteristic magnetic signature of the deposits. Recent work has indicated that mineralisation is also spatially related to gravity. anomaties and targeting of drilling on magnetic anomalies alone may not result in successful intersections. The Warrego Northproject area contains a number of aeromagnetic features that have very similar characteristics to the magnetic signatures displayed over known gold deposits in the field.

Murchison Range

The exploration farget is gold and base metal mineralisation. similar to that occurring at Tennant Creek some 90km to the northwest. The Tennant Creek gold province has produced about 5 million ounces of gold and is the sixth largest goldfield in Australia. The Meleoric Resources tenements are located to the southeast of this province and have been under explored due to the tack of outcrop due to sediment cover.

Exploration by previous explorers has identified a number of magnetic and structural targets which have been inadequately tested by previous RAB dritting and surface soil sampling. Further exploration should be focussed on the systematic drilling of the anomaties.

INDEPENDENT GEOLOGIST'S REPORT

PROPOSED EXPLORATION

Warrego North

A program of detailed magnetics and gravity is recommended in the vicinity of all of the interpreted farget sites. The success of magnetic prospecting is well known in the region and further exploration success is likely through the drift testing of the less obvious magnetic anomaties and the combined gravity and magnetic features especially in relation to structures. Targets will be drill fested with a variety of RAB, RC and diamond drifting dependent upon the extent and depth of the target.

Murchison Range

RAB drilling will test all of the previously identified magnetic. anomalies at Murchison Range.

YILGARN PROJECTS

Mefeoric Resources has rights to six tenements spread between two projects in the Southern Cross region of Western Australia. The projects cover structural largels located along strike or adjacent to known gold and base metal deposits and all have the potential to contain concealed mineralisation.

BULLFINCH

The Bullfinch project is comprised of a single exploration licence (E77/914) which was granted on 29 Aug 2000 and four prospecting (icences. The exploration licence covers 30 blocks) (77.2km²) of prospective ground located to the northeast of the township of Buttfinch. The prospecting licences cover old workings at Reynolds Find and Withers Find. Access to the area is provided by the Bultfinch-Evanston road and the Bultfinch-Turkey Hill road. Much of the area is covered by agricultural landused predominantly for wheat growing.

Meteoric Resources has the right to earn up to a 90% interest in the exploration licence and the Reynolds Find tenement with the remaining 10% held by local prospectors who are free carried through to the bankable leasibility study stage. Meteoric Resources has the right to earn up to 100% of the Withers Find tenements.

Geological setting

The project area is tocated adjacent to the eastern margin of the Buttfinch-Parkers Range Greenstone Belt. The belt consists of layered sequences of mafic to uftramafic rocks. and a variety of metasedimentary rocks. Although much of the project area is undertain by Archaean granitoids there are numerous smaller belts, splays and remnants of greenstone tocated within the granitoids and gneiss adjacent to the main greenstone belt which are interpreted to represent the remains of a previously much targer greenstone belt. The 1.4Moz Copperhead mine is located to the southwest of the tenement within a strongly deformed portion of the greenstone some 150m from the granitoid contact. Outcropin the area is restricted by thin alluvial cover and aeromagnetic. interpretation has been used extensively to interpret the geology and to identify targets.

Previous exploration

The project area contains a number of old workings which date from the earliest activity in the region, in more recent time. the area has been explored by a succession of explorers since. the tale 1980s, including New Hotland Mining NL, Equatorial Mining Limited, Troy Resources NL and Mawson Pacific Ltd. The previous exploration included soil sampling and drifting and regional aeromagnetics.

In 1993 the area was further explored with interpretation of remote sensing data followed by auger and rock chip geochemistry. and RAB and RC drilling. This exploration identified two targets (Golden Frog and Bottom) which warranted further work. The Bottom prospect contains previously unknown workings. and returned high gold values from rock samples with the highest value being 23.1g/t.

Table 4 Bullfinch - tenement summary

Project	Tenement	Grant date	Area (km 2 )	Rent	Anneal Expenditure
Bullfinch	E77/914	29-Aug-00	77.2 (30btks)	\$2,884.20	\$27,000
Withers Find	P77/3368	$07 - Max - 03$	192ha	\$349.44	\$7,680
	P77/3369	$07 - Max - 03$	199ha	\$362.18	\$7,960
	P77/3370	$07 - Max - 03$	175ha	\$318.50	\$7,000
Reynolds Find-	P77/32613	13-Oct-99.	200ha	\$364.00	\$8,000
	M77/10571	Application.	200ha	$\sim$	$\sim$
			84.86	\$4,278.32	\$57,640.

¹ Conversion to mining lease

INDEPENDENT GEOLOGIST'S REPORT

Between October 2001 and December 2002 the area was the subject of a joint venture between Image Resources and MPI. during which time MPI completed geochemical sampling and 1,025m of RAB dritting. Rock chip sampling returned some high grade gold assays with the best results being 72.4g/t from Bottom and 14.6q/t from Gotden Frog.

Vacuum drilling geochemistry identified three gold anomalies which were tested by wide spaced RAB drifting. One of the gold anomaties was only partially tested by the RAB drilling, with the best result being 3m @0.16g/t in hole BFR017, 3m @ 0.44g/t in hote BFR020 and 2m @ 0.26g/t in hote BFR021.

Table 5 Bullfinch project best results from rock chip sampling

Sample	Northing	Easting	Gold (q/t)	Prospect
BF111	6570750	711170	7.7	Golden Frog
BF112	6570751	711170	13.6	Golden Frog
BF113	6570798	71148	8.6	Golden Frog
605464	6570226	711495	14.6	Golden Frog
BF178	6577027	702156	23.1	Battom
BF183	6576904	702405	63	Battom
BF189	6576904	702405	13.2	Bottom
64056	6576790	702280	72.4	Bottom
64051	6576950	701450	31.4	Bottom

Withers Find

Historical mining at Withers Find was developed on small shoots along lour lines of lode The recorded production is 1,700t for 57.7kg of gold at an average recovered grade of 34.2g/t. A small open cut is present on the site of the dormant Millenium gold. mine. RAB drifting of 19 holes totalling 741m was completed by Auralia Resources NL in 1987 which tested only the eastern-500m of the 800m strike length of the fodes. The results were generally low with the best result being 6m @ 0.77g/t in hole WRB5 from 22m depth.

Reynolds Find

Revnolds Find has a recorded production of 21.1kg of gold from 1,800t at an average grade of 12.0g/t during the period 1932-41. In more recent time the prospect has been explored by Mt Edon Gold Mines (Aust) NL (MEGM) in 1986 and New Holland Mining. (NHM) in 1988.

MEGM excavated seven costeans and drifled two inclined RC holes. One of the costeans (C2) intersected 2m at 4.72q/t Au and the best results from the RC dritting was 2m at 3.76g/t in hote RC-1 and 2m at 6.04g/t in hote RC-2.

NHM completed a more comprehensive program which included. soil geochemistry, RAB drilling of 106 holes fotalling 528m on a 200m x 80m grid and 21 inclined RC holes totalling 761m along seven fences of three boles each. The RAB drilling identified three areas of anomatous gold in the bedrock (up to 0.22g/t in-RR8) and the RC drifting gave a best result of 2m at 4.53g/t in hole RRC-14 from 17m. The drilling was very shallow with the deepest hole being 42m, leaving the mineralisation open at depth. and along strike to the east.

Table 6 Reynolds Find best intersections

Role	Northing {AMG84}	Easting (AM684)	Interval {m]	Gold $\lbrack q/l \rbrack$
RC-1	6579068	711098	15-16	3.78
RC-2	6579068	711123	13-14	6.04
RRC-4	6579083	711224	6-7	1.25
RRC-5*	6579061	711222	3-4	54.8
RRC-6	6579042	711221	37-39	3.38
RRC-7	8579079	711166	8-9	1.49
RRC-12	6579042	711106	33-34	6.58
RRC-16	8579863	711873	17.19	-6.83

* Sample possibly contaminated

Proposed exploration

The area has the potential for gold mineralisation similar to that at the nearby Copperhead deposit and a number of structural targets have been identified from the aeromagnetic data, including interpreted shear zones and dilational sites within folded BIF. Geochemical surveys at Withers Find have delineated a number of targets which have only been partially tested by previous drilling. Areas of gneissic rocks adjacent to the greenstones have been fargely unexplored in the past but there is increasing evidence that even terrains which are apparently remote from greenstones can contain significant gold. mineralisation such as the Golden Cities project north of Kalgoorfie. An exploration program of geochemical sampling, RAB drilling and ground magnetics has been proposed for Year 1. Follow- up work during Year 2 would comprise RAB and RC. driffing of the targets as required.

INDEPENDENT GEDI DGISTIS REPORT

ULARRING

The Utarring project consists of a single exploration licence application (E16/307) of 70 blocks to which Meteoric Resources has the right to earn up to a 100% interest. The project is located 50km southwest of Davyhurst in the Coolgardie Mineral Field of Western Australia. Access to the area is available from the south via the Mt Walton road from the Great Eastern Highway or atternatively west off the Menzies-Evanston road along exploration tracks.

Geological setting

The tenement covers a large strike extent of greenstones which form the Yerifaee Belt varying in width from 200m to 2km. The bedrock is poorly exposed with most of the area covered with alluvial sand cover. Where exposed the rocks are predominantly basalt and granite gneiss with a small amount of banded chert and jaspitite.

Previous exploration

The area was the site of bistorical exploration as there are some shallow pits at Cuara Soak (ocated 10km north of the tenement, Since the 1960s the area has been explored for a range of minerals including iron, copper-nickel, base metals and gold.

During the 1960s the northern part of the project area was explored unsuccessfully for iron ore by Kalgoortie Goldfields Petroleum NL. During the nickel boom of the late 1960s and early 1970s various parts of the tenement were explored by Jododex. Australia Ply Ltd, Kennecoti Exploration Australia Ply Ltd and BHP. The work included regalith sampling and some vacuum. dritting. Jododex defineated three areas of anomatous Ni values in soils with a maximum value of 340ppm Ni. Kennecott obtained some quite high copper values (up to 6.3%) in grab samples of timonitic rich rocks.

Gold exploration was carried out over the area during the 1980-90. period by Australian Ores and Minerals Ltd (AOM), Cyprus Gold-Australia Corporation, Sons of Gwalia Ltd and Aberfoyle Resources Etd. This work was primarily based on the interpretation of satellite imagery to identify structural targets. which were then followed up by drainage or regolith geochemical surveys. A timited amount of RAB drilling was completed. Some modest gold results were obtained, the best being 5m of 2.3g/t Au. in rock chip sampling by AOM (which value could not be repeated). Cyprus recorded a best RAB result of 0.1g/t Au over 3m.

Exploration potential and proposed exploration

The previous exploration has shown that the belt is weakly mineralised but this work has focussed on the few areas of outcrop or on targets based on satellite images, Interpretation of the aeromagnetics is tess constrained by the distribution of alluvial cover and recent work by Meteoric Resources has identified a number of structural targets.

It is recommended that the areas in the vicinity of the structural targets be vacuum or RAB drifted to obtain samples for geochemical analysis. Anomalous areas can then be tested by fences of deeper RAB hotes.

JARBORA HILL

Meteoric Resources has rights to acquire up to 100% of a single tenement at Jarbora Hill in the Tallering region of Western Australia. The exploration ficence E59/879 of 18.2km² is located about 10km east of Yuin Station and is accessible from station. tracks from the Yuin-Tardie Road.

Geological setting

The Jarbora Hill project is located on the southern margin of a synform within the Tallering greenstone bett. The southern timbin the vicinity of Jarbora Hitl has basement gneiss overlain by mafic volcanies and intruded by porphyritic granite.

Immediately to the west of the project area, gold mineralisation. has been mined in shear zones running sub-parallel to the layering at the Royal Standard gold mine from which 28,000oz have been extracted. Meteoric Resources has identified a complicated stratigraphy including strongly magnetic marker horizons similar to those at the Rabbit and Snake Well deposits. located to the west.

Previous exploration

Roebuck and CRAE conducted regional aeromagnetic surveys, reconnaissance geological mapping, soil, rock chip and augengeochemical sampling between 1992 and 1997. A coincident weak antimony-arsenic-gold soil anomaly was identified from 100m x 400m auger sampling but was not followed up. The gold anomaly is approximately 500m x 800m in area with a maximum value of 55ppb gold. Regional RAB dritting in the porthwest of the tenement in felsic schist did not reveal any significant. geochemical anomalism.

Recent exploration by Image included vacuum drilling of the soil geochemical anomaties delineated by CRAE. The drilling defined three discrete anomaties of greater then 10ppb gold (Figure 7). with coincident arsenic anomaties of greater than 20ppm. RAB drilling (38 holes totalling 1,780m) of geochemical targets returned some significant results including 12m at 0.26g/t in hole. JHR027 and 1m at 4.16m at the bottom of hole JHR038. Reconnaissance IP completed after the dritting gave anomaties. which coincided with the geochemistry in general but were not tested by the RAB driffing.

INDEPENDENT GEOLOGIST'S REPORT

INDEPENDENT GEDI DGISTIS REPORT

Proposed exploration

The reconnaissance IP produced some anomalies that were coincident with the regolith geochemistry but which were not tested by the RAB drilling. It is recommended that additional IP be carried out and the anomalies be systematically drift tested by RAB dritting with RC drifting completed as required.

JUNCTION LAKE

Introduction

The Junction Lake project is comprised of a single exploration ticence application (E28/1328) of 22 blocks that covers an aeromagnetic and gravity anomaly located at the intersection. of a greenstone bett and a Proferozoic dyke. The aeromagnetic character and geological setting of the project area show similarities to the Junction gold mine at St Ives.

Geological setting

The project covers a small part of the southern end of an interpreted greenstone belt (ocaled along the western margin) of the Eravinia Granitoid Complex. Thin alluvial and colluvial sediments cover the basement rocks. In the northern and southern parts of the tenement metasediments of the Proterozoic. Woodline Beds unconformably overlie the Archaean basement. The seromagnetic data for the area clearly shows the east-west Proterozoic Binneringie Dyke, passing through the area.

Previous exploration

Very little previous exploration has been completed within the tenement area largely due to the paucily of outcrop and widespread attuviat cover. Newmont Australia Ltd explored the northern part of the tenement during the 1980s with soil sampling of interpreted aeromagnetic targets. The maximum gold value in the soil sampling was 17ppb and none of the anomaties within the Junction Lake tenement were RAB. dritted. Kitkenny Gold NL explored the area from 1994 to 1997, completing programs of soil sampling over the whole of the current tenement on a widely spaced 800m x 100m grid. RAB drilling of 50 holes totalling 1,401m at a spacing of 800m x 200m, did not locate anomatous gold values.

Exploration potential and proposed exploration

The area contains a belt of non-outcropping greenstones that are known to be mineralised some 18km to the northwest of the northern boundary of the tenement along the same aeromagnetic. trend. Gold Partners NL and joint venture partner WMC Resources Ltd reported an intersection of 0.5m at 6.6% Ni from 241.4m and 18m at 1.63g/t Au from138m at the Tato Lake prospect.

Meteoric Resources has identified a magnetic feature that shows some similarities with the Junction gold mine and proposes to drill test the larget. Detailed ground magnetics and gravity surveys are recommended to more closely define the drilling targets.

PEAK HILL PROJECTS

Meteoric Resources has two prospects in the Peak Hill district at Willhorpe and Ruby Well. These tenements were acquired on the basis of the similarity of their aeromagnetic characteristics to the interpreted structural setting of the gold mines at Horseshoe, Labouchere and Three Rivers.

WILTHORPE

The Willhorpe project is comprised of a single exploration licence. (E52/1453) and two mining lease applications. The tenements are tocated 40km south of the Fortnum gold mine. Meteoric Resources has the right to earn a 90% interest in the tenements. with the other 10% held by Red Dog Prospecting Pty Ltd.

	Table 7 Wilthorpe - tenement summary
--	--------------------------------------	--	--	--

Tenement	Grani daie	Агеа	Rent	Aonual
				Expenditure
F52/1453	3-Feb-00	áhlks	384.56	\$20.000
M52/807	Application	435 9ha	×.	×.
M52/808	Application	182 3ha	×.	×.

Previous exploration

Previous exploration by Sons of Gwatia identified a number of deochemical anomalies in the northern part of the tenement which have been drill fested at an area referred to as the Harrods prospect. The largest of the anomalies overties a zone of lowgrade mineralisation which has been drift tested by a small number of RAB holes with the best intersections listed in Table 8.

Table 8 Wilthorpe best RAB drill intersections

Hole	Easting iAM6841	Northina (AMG84)	From imi	Tо lml	- intersection imi	Gold la/H
WDRBA7	636466	7174335	3	Ô	3	13.0
WDRBA7	636466	7174335	50	52	2	47
EAB12	636550	7174236	40	A A	Ŀ.	30
WDR806	636491	7174335	35	48	13	主流
LA809	636505	7174336	12	15	3	26

In the south, reconnaissance vacuum geochemical drilling of geochemical targets outlined a zone of anomatous gold values. (>Sppb) with a peak of 226ppb (Cartier anomaly). Geological mapping of the area revealed surface quartz veins and RAB drilling along two profiles intersected some low-grade gold. values (1m @ 2.4g/t in hole number WDRB31).

INDEPENDENT GEDI DGISTIS REPORT

Proposed exploration

A program of auger geochemical sampling and RAB drilling has been proposed to test the anomatous soils and RAB intersections at the Cartier anomaly.

RUBY WELL

The Ruby Well project is part of the Peak Hill JV located in the Peak Hill district of Western Australia. The tenement covers structural features that display similarities to those associated with economic gold mineralisation at the Horseshoe, Labouchere and at Three Rivers mines.

Tenements and agreements

Image Resources has a joint venture with Peak Hill Gold NL. whereby Image Resources has earned a 60% interest in the tenements by spending \$300,000. Meteoric has the right to earn a 60% interest in the tenements by sole funding further exploration.

Table 10 Peak Hill JV - tenement summary

Project	Tenement	Grant date.	Area (km 2 )
Ruby Well	E517856.	Application	122

Geological setting

The tenement covers Lower Proterozoic sedimentary rocks of the Capricorn Orogen located between the Goodin Inter to the south and the Marymia Intier to the north. The rocks belong to the Bryah and Yerrida Groups and are comprised of rift basinand sag basin lithological sequences. The region contains a wide variety and farge number of mineral deposits but exploration is hindered by areas of alluvial cover with poor outcrop. Airborne, magnetics provide the means to identify structures and targets favourable for gold mineralisation.

Aeromagnetic interpretation has identified target areas which show similar structural characteristics to those at the Horseshoe, Labouchere and Three Rivers gold mines.

Previous exploration

Previous work by North Star Resources included reprocessing and interpretation of airborne magnetics

Proposed exploration

Exploration on the tenements will include soil geochemical sampling and follow-up RAB drifting of all of the identified geochemical and magnetic targets within the project area.

DECLARATIONS

This report has been prepared by Dr John, M. Chishotm, a director of Continental Resource Management Pty Ltd who has 25 years experience in the mineral industry as a geologist, consultant and valuer and who has carried out numerous resource calculations and valuations of exploration properties.

No member or employee of CRM is, or is intended to be a Director, officer or other direct employee of Meteoric Resources. No member or employee of CRM has, or has had, any share holding, or the right (whether enforceable or not) to subscribe for securities, or the right (whether legally enforceable or not). to nominate persons to subscribe for securities in Meteoric Resources. CRM has not previously provided deological services to Meteoric Resources and there is no agreement or understanding between CRM and Meteoric Resources as to CRM performing further work for Meteoric Resources. Fees are being charged at a commercial rate for the preparation of this report. the payment of which are not confingent upon the conclusions of the report nor on the outcome of the proposed resolutions. contained in the notice of meeting.

The statements and opinions contained in this report are given in good faith and in the belief that they are not false or misteading. The conclusions are based on the reference date of the 20 April 2002 and could alter over time depending on exploration results, metal prices and other relevant market factors that affect the sale of mineral properties.

INDEPENDENT GEDI OGISTIS REPORT

GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS

Aerial photography

The taking of airphotos for surveying or other purposes.

Aeromagnetics

Measurement of the earth's magnetic field from a surveying arcraft, or the purpose of recording the magnetic characteristics of rocks.

Alluviat

Result of waterborne processes.

Alteration or weathering

Change in mineralogical composition. of a rock commonly brought around by reactions with hydrothermal solutions. Amphibolite

A metamorphic rock composed mainly of amphibote.

Archean

The oldest rocks of the Pre Cambrian Era. older than about 2500 million years.

Arsenic (As) A mineral, the native element, occurring in grey masses.

Auger dritting

A dritting shattow dritting technique which uses auger driffing rods.

ÁH

Chemical symbol for gold

Banded Iron Formation or BIF

Chemical sedimentary rock composed mainly of finely atternating layers of sitical and imploxide.

Basalt

Dark coloured fine grained rock composed mainly of feldspar and pyroxene.

Base metals

The more common and chemically active metals, e.g. lead, copper, zinc, nicket.

Bedrock Sofid rock underlying surficial deposits.

BLEG sample Bulk leach exploration gold sample (see soil sampling).

Blocks [blks]

Graticular area bounded by 1 minute of latitude and 1 minute of longitude. Equat to approximately 2.8km² in WA.

Breccia

Rock fragmented into angular components.

Carbonate

A salt or ester of carbonic acid- a compound containing the radical CO3.

Chert Very fine grained rock composed of silica.

Chlorite

A platy hydrous siticate related to mica.

Clastic

Rocks composed of fragmental material derived from pre-existing rocks.

Copper

A metallic element with the chemical symbof Cu.

Diamond drilling

Method of obtaining cylindrical core of rock by dritting with a diamond-set or diamond-impregnated bit.

Dolerite

A medium grained mafic intrusive rock composed mainly of pyroxene and plagioclase.

Dyke

A tabular body of igneous rock, crosscutting the host strata at a highangle.

Fault

A fracture in rock along which there has been relative displacement of the two sides either vertically or horizontally

Felsic

Descriptive of light coloured rock containing an abundance of feldspan (generally potassium rich) and quartz.

Fold

A bend in strata or any planar structure.

$a/t$

Grams per tonne.

Geochemistry

The study of the abundance of elements in rocks by chemical methods.

Gnelss

A coarse grained rock in which bands rich in granular minerals alternate with bands in which schistose minerals predominate.

Gold

A metallic element with the chemical symbol Au.

Granitoid

A field term for a coarse grained felsic rock resembling granite.

Grass Roots

initial stages of a mineral exploration. program involving a pretiminary assessment of potential.

Greenstone

A field term for metamorphosed mafic and ultramafic igneous rocks.

ha

Hectare.

laneous

Formed by solidification of hot mobile material termed magma.

Intermediate rock

An igneous rock containing between 52 and 66% SiO2.

Intrusion A body of igneous rock that invades older rocks.

Laterite

A strengly leached iron and aluminium rich rock, formed at the surface by weathering in tropical conditions.

Lineament

A tinear geological feature.

Lithology Composition and texture of rock.

Lode

A tabular or vein like deposit of valuable mineral between well defined walls.

m

Meire.

Ma

Mälion years

Mafic

Descriptive of rocks composed dominantly of magnesium and iron forming silicates.

Metamorphosed

A rock that has been aftered by physical and chemical processes involving heal, pressure and derived fluids. (Note: Aft the Archaean rocks described in the report have been metamorphosed to varying degrees. For simplicity the prefix metahas not always been used).

Mineralisation

The concentration of metals and their chemical compounds within a body of rock.

Mylonite

A fine-grained, taminated rock formed by micro-brecciation during movement on fault surfaces

Ore

Mineral bearing rock that may be mined and treated at a profit.

Outcrop

An exposure of bedrock at the surface.

Oxidation

Near surface decomposition by exposure to the atmosphere and ground water.

ppb or ppm

Parts per bittion (1000 million) or parts per million.

Pelite

A very fine grained sedimentary rock composed of clay or finer material.

Plunge

inclination of a fold axis or other structure.

Plutonic

Rocks formed at depth and high pressures.

Porphyry

A rock with conspicuous crystats in a finegrained ground mass.

Pyroclastic

Detritat volcanic material that have been explosively ejected from a volcanic vent.

Quartz

A mineral composed of silicon dioxide.

Reconnaissance

A general examination or survey of a region with reference to its main features, usually as a preliminary to a more detailed survey.

Resource

In-situ mineral occurrence from which valuable or useful minerals may be recovered.

Reverse circulation or RC

A percussion drilling technique in which the cuttings are recovered through the drill rods thus minimising sample losses. and contamination.

Rotary air blast drilling or RAB

Rotary drilling technique in which sample is returned to surface outside the rodstring by compressed air.

Schist

A metamorphic rock with a platy or foliated texture.

Sediment

Rocks formed by the deposition of solids from water.

Shale

A fine grained, clay rich sedimentary. rock with a well developed bedding plane. fissäity.

Shear

A fracture in rock similar to a fault.

INDEPENDENT GEOLOGIST'S REPORT

Sill

A tabular intrusion of igneous rock that is concordant with the structure of the enclosing rocks.

Siltstone

A very fine grained consolidated clastic. rock composed predominantly of sitt grade.

Soil sampling

Systematic collection of soil samples at a series of different focations in order to study the distribution of soil geochemical values.

Splay fault

A secondary shear or fault divergent from the principal structure.

Stockwork

A network of, usually quartz veinlets diffused in the original rock.

Stratigraphy

Composition, sequence and correlation of stratified rock in the earth's crust.

Structural

Pertaining to geological structure.

Strike

The course or bearing of a bed or layer of rock.

Sulphide

A mineral compound characterised by the linkage of sulphur and metal.

ŧ

Tomne.

Tuff

A rock formed of compacted volcanic fragments, generally less than 4mm in diameter.

Ultramafic

Descriptive of igneous rock containing virtually no quartz or feldspar and composed essentially of ferromagnesium. siticates, mainly olivine and pyroxene.

Vein

Althin sheet-like intrusion into a fissure or crack, commonly bearing quartz.

Volcanic

Descriptive of rocks originating from volcanic activity.

Volcanoclastic

Pertaining to a clastic rock containing volcanic material without regard to its origin or environment.

Volcanogenic

Formed by processes directly connected with volcanism.

SOMES & COOKE

CHARTERED ACCOUNTANTS

1304 Hay Street West Perth WA 6005 PO Box 709 West Perth WA 6872 Telephone (08) 9322 4853 Facsimile (08) 9481 5645 Email admin@somescooke.com.au

PARTNERS KC Somes FCA J Cooke FCA ACIS

ASSOCIATES Julie Burns CA Steve Wilson CA

17 May 2004

The Directors Meteoric Resources NL 2nd Floor 35 Outram Street WEST PERTH WA 6005

Dear Sirs

INTRODUCTION $\mathcal{L}_{\mathcal{L}}$ .

This report has been prepared at the request of the Directors of Meteoric Resources NL ("Meteoric" or "the Company"), for inclusion in an initial public offering prospectus to be lodged. with the Australian Securities and Investment Commission. ["ASIC"] on or around May 2084 ("Prospectus"), relating to the proposed issue of 15,000,000 to 35,000,000 ordinary shares at an issue price of 20 cents each to raise a minimum of \$3,000,000 and a maximum of \$7,000,000.

P) RACKGROUND

Meteoric was incorporated on 13 February, 2004 as a no Bability public company.

At or since incorporation, the only activities undertaken by the Company has been the issue of subscribers shares and acquisition of interests in mineral exploration tenements in Australia.

高 BASIS OF PREPARATION

This report has been prepared to provide investors with information on historical results and the financial position of Meteoric, and to provide investors with a pro formal statement of financial position of Meteoric as at 31 March. 2004 adjusted to include funds raised by this Prospectus and the completion of acquisitions of exploration interests and other transactions as referred to in Note 2 of Appendix 2.

This report does not address the rights aftaching to the shares to be issued in accordance with the Prospectus, the risks associated with the investment, nor form the basis of an independent expert's opinion with respect to a valuation. of the Company or a valuation of the share issue price of 20 cents per share.

This report does not consider the prospects for Meteoric nor the merits and risks associated with becoming a shareholder. Somes & Cooke accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report.

SCOPE OF OUR REVIEW

The Directors are responsible for preparation of the historical actual financial information and the pro forms financial information as detailed in Appendices 1, 2 and 3 of this report.

We have performed a review of the financiat information in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial information in Appendices 1, 2 and 3 is not presented lasty in accordance with the recognition. and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company as described in Note 1 of Appendix 3 and on the basis of the assumptions and transactions set out in Note 2. of Appendix 3.

Our review has been conducted in accordance with Australian Auditing Standard AUS902 "Review of Financial Reports". Our review was timited primarily to:

• Inquiries of Directors, advisors and consultants of Meteoric: and
• Consideration of the working papers, accounting records and other documentation supporting the historical financial information of Meteoric.

Our procedures have been limited to ensure that the:

• Actual statements of financial performance for the period ended 31 March, 2004 and the actual statements. of financial position as at 31 March, 2004 have been correctly extracted from the reviewed financial report for the period ended 31 March, 2004;
• Pro forma financial information has been based on the extracted information; and
• Actual and pro forma financial information has been drawn up in accordance with the accounting policies and the assumption set out in Notes 1 and 2 of Appendix 3 respectively.

Our review of the historical financial information has not involved a study and evaluation of internal accounting confrols, test of accounting records or tests of responses to inquiries by obtaining corroborative evidence from inspection, observation or confirmation. These procedures do not provide att the evidence that would be required in an audit, thus the level of assurance is less than that given inan audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

VALUE OF EXPLORATION INTERESTS

The principal asset of Meteoric is its exploration interests. The exploration interests have been included at cost in the pro forma statement of financial position. We have not performed a valuation of the exploration interests. We are unable to form a view on whether the carrying values of the exploration interests are fairly stated. The value of these interests is dependent upon successful development and commercial exploitation of the mineral tenements to which the interests relate.

REVIEW STATEMENT $\hat{\rho}_c$

Based on our review, which is not an audit, nothing has come to our attention, which causes us to believe that the financial information of Meteoric set out in Appendices 1, 2 and 3 does not present fairly the:

• Actual statements of financial performance for the $\frac{1}{2}$ period 13 February, 2004 to 31 March, 2004;
• Actual statements of financial position as at 31 March. $2004:$
• Pro forma statement of financial position as at 31 ă. March, 2004; and
• Notes to the actual and pro forma financial information, $\Delta$

in accordance with the recognition and measurement principles in Accounting Standards and other mandatory. professional reporting requirements in Australia, and the accounting policies adopted by Meteoric as described in Note 1 of Appendix 3 and on the basis of the assumptions and transactions set out in Note 2 of Appendix 3.

7 SUBSEQUENT EVENTS

Based on our review, which in not an audit, nothing has come to our attention, which causes us to believe that matters arising after 31 March, 2004, other than the matters dealt with in this report, would require comment on, or adjustment to, the information confamed in this report, or would cause such information to be misleading or deceptive. or result in an omission of the financial or accounting matters require to be disclosed in this report.

OECLARATIONS

Mr John Cooke, a partner of Somes & Cooke, is a registered company auditor and has qualifications and experience appropriate to this report.

Somes & Cooke has acted as independent accountants' for the Company and in no other capacity with respect to the Prospectus. Somes & Cooke has authorised or caused the issue only of its "Independent Accountants' Report" and has not authorised or caused the issue of any other part of this-Prospectus. Somes & Cooke will be paid a professional feefor the preparation of this report based on actual hours. spent on the assignment at normal professional rates. Neither Somes & Cooke, nor any of its Partners have any pecuniary interest in the Company. Somes & Cooke was appointed as auditors of the Company on 2 March, 2004. The Company has agreed to indemnify and hold harmless Somes & Cooke and its employees from any claims arising. out of any misstatement or omission of information. supplied by the Company.

Yours faithfully

SOMES & COOKE Chartered Accountants

J Cooke Partner

INDEPENDENT ACCOUNTANT'S REPORT

APPENDIX 1 STATEMENT OF FINANCIAL PERFORMANCE

	Reviewed
	13 February 2004
	To 31 March 2004
	Ś
Revenues from ordinary activities	-1.268
Other expenses from ordinary activities.	${1,437}$
Loss from ordinary activities before income tax expense.	(169)
Income Tax expense relating to ordinary activities.
Loss from ordinary activities after related income tax expense.	【169】
Total changes in equity other than those resulting.
from transactions with owners as owners.	-{169}

APPENDIX 2 STATEMENT OF FINANCIAL POSITION

	Note	Reviewed	Proforma
		31 March 2004	31 March 2004
		Ś.	S
CUGRENT ASSETS
Cash	3	571,261	4,020,585
Receivable		1,487	1,487
Total Current Assets		572,748	4,022,072
NON CURRENT ASSETS
Capitalised Exploration expenditure	4	2.760	222,760
Total Non Current Assets		2,760	222,760
TOTAL ASSETS		575,508	4,244,832
《红胶胶剂科】(1)合用调用多
Unsecured loans	5	41.790
Application monies received for seed capital		570,000
ICTAL LIABELITES		611,790
NET ASSETS LEABHILY!		[36, 282]	4,244,832
EQUITY
Contributed Equity	6	(36,113)	4,245,001
Accumutated (fosses)	7	11691	[169]
ICTA: HOWITY HOEFICHENCY!		[36, 282]	4,244,832

INDEPENDENT ACCOUNTANT'S REPORT

APPENDIX 3 NOTES TO AND FORMING PART OF THE STATEMENTS OF FINANCIAL POSITION

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The following significant accounting policies have been adopted in the preparation and presentation of the actual and pro formal financial information:

The financial information has been prepared in accordance with the recognition and measurement principles in Australian Accounting Standards. Urgent Issues Group Consensus Views and on the basis of historical cost and, except where stated do not take into account chanding monetary values or current valuations of non-current assets. The disclosure requirements of applicable Accounting Standards and Grgent Issues Group Consensus Views have only been applied as considered necessary. The accounting poticies have been consistently applied, unless otherwise stated.

(b) Exploration & Evaluation Expenditure

Acquisition, exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which:

• {i] Such costs are expected to be recouped through successful development and explo#ation or from sale of the area; or
• [iii] Exploration and evaluation activities in the area have not, yet, reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active operations in, or relating to, the area are continuing.

Accumulated costs in respect of areas of interest which are abandoned are written off in the year in which the decision to abandon the area is made.

Each area of interest is reviewed annually and accumulated costs are written off to the extent that they will not be recoverable in the future.

(c) Going Concern

The financial statements have been prepared on a going concern basis, which anticipates the ability of the company to meet its obtigations in the normal course of business. The ability of the Company to meet its existing obtigations and those retating to recent acquisitions (as detailed in the Prospectus) will depend on the ability to raise funds pursuant to the Prospectus, and raise further funds through the issue of additional share capital to meet future exploration commitments, as and when required.

(d) Taxation

The company adopts the liability method of tax effect accounting.

(e) Trade and other creditors

These amounts represent liabilities for goods and services provided to the Company prior to the end of the period and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

[f] Acquisition of Assets

The cost method of accounting is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the fair value of the assets given up at the date of acquisition plus costs incidental to the acquisition.

Costs relating to the acquisition of new areas of interest are classified as exploration or evaluation expenditure, development properties or mine properties based on the stage of development reached at the date of acquisition.

NOTE 2 ACTUAL AND PROPOSED TRANSACTIONS TO ARRIVE AT PRO FORMA STATEMENT OF FINANCIAL POSITION

The pro-forma statement of briancial position as at 31 March, 2004 has been included for iffustrative purposes to reflect the position of the Company on the assumption that the following transactions had occurred as at 31 March, 2004:

• (a) The issue of 5,563,259 bonus shares to shareholders of Image Resources NL ("Image") as at the record date;
• (b) The issue of 8,344,889 fully participating contributory shares to shareholders, nil payable on issue, balance of 20 cents payable but with no call being made for a term of at least 5 years from date of issue;
• (c) The issue of 6,500,000 fully participating contributory shares to directors/secretary of the company, nil payable on issue, balance of 20 cents payable but with no call being made for a term of at least 5 years from the date off issue;
• (d) The issue of 6,450,000 shares at 10 cents each to seed capitalists, including directors;
• (e) The issue of 20,000,000 shares at 20 cents each raising \$4,000,000;
• (f) Payment of balance expenses relating to the Prospectus and share issue of approximately \$363,886 that will be offset against capital raised - the total expenses are expected to be \$400,000;
• (g) The repayment of loans from Image totalling \$41,790; and
• (h) The payment of \$220,000 towards reimbursement of past tenement expenditures incurred by Image.

INDEPENDENT ACCOUNTANT'S REPORT

NOTE 3 CURRENT ASSET

	Reviewed	Pro forma
	31 March 2004	31 March 2004
	\$	Ŷ.
CASH
Cash on hand	571.261	571,261
PRO FORMA AD JUSTMENTS.
(a) The issue of 750,000 seed capital shares at 10 cents each.		75,800
(b) The issue of 20,000,000 shares at 20 cents each.		4.000.000
(c) Repayment Image toan.		[41,790]
(d) Payment of balance of expenses relating to the Prospectus and share issue.		[363,886]
(e) Payment towards reimbursement of past tenement expenditures incurred by Image.		(220.000)
TOTAL	571.261	4.020.585

MINIMUM SUBSCRIPTION

If the minimum subscription of \$3,000,000 is raised it will have the following effect on the pro forma cash position noted above: -

	Pro forma
	31 March 2004
	٤
CASH
Cash on hand	4,020,585
LESS
Decrease in issued share capital received	${1,000,000}$
PEUS.
Saving in capital raising fees of 5%.	50,000
TOTAL IF MINIMUM SUBSCRIPTION RAISED	3 070 585

NOTE 4 NON CURRENT ASSETS.

	Reviewed	Proforma
	31 March 2004	31 March 2004
	\$	S
CAPITALISED EXPLOGATION EXPENDITOGE
Opening balance	$\cdot$
Expenditure incurred during the period-	2.760	2,760
Payment towards reimbursement of past tenement.
expenditures incurred by Image		220,000
TOTAL	2.760	222,760

The ultimale recoupment of the expenditure on mineral exploration expenditure is dependant upon successful commercial exploitation or alternatively the sale of respective areas of interest at an amount at least equal to book value.

NOTE 5 CHARENT LIABILITIES.

Unsecured loans - Image	-41.790
TOTAL	-41.798

The above loan is interest free and repayable at call.

INDEPENDENT ACCOUNTANT'S REPORT

NOTE 6 CONTRIBUTED EQUITY

No of Shares	Reviewed	Proforma
	31 March 2004	31 March 2004
	\$	Ť.
4,199,999
4.200.000		ŧ.
5,563,259
6,450,000		645,000
20,000,000		4,000,000
	${36,114}$	[400,000]
36,213,259	[36,113]	4,245,001
	issue of 8.344.889 fully participation contributory shares.

TOTAL	51.058.148	[36, 113]	4.245.001
SUB TOTAL	14,844,889	$\ddot{\phantom{0}}$
for a term of at teast 5 years from date of issue.	6,500,000	$\ddot{\phantom{0}}$
balance of 20 cents payable but with no call being made.
to directors/secretary of the company, nit payable on issue,
Issue of 6,500,000 fully participating contributory shares.
teast 5 years from date of issue-	8.344.889
payable but with no call being made for a term of at
to shareholders, nil payable on issue, balance of 20 cents.
assue of 8,344,887 fully paracipating contributory shares.

If the minimum subscription is raised, the issued capital will decrease by the number of lesser shares allotted. The capital raising fees will also decrease by 5% of the decrease in monies raised from the lesser shares issued. If more than 20,000,000 shares as shown above are issued then, the issued capital will increase by the additional shares allotted. The capital raising fees will also increase by 5% of the increased capital raised.

NOTE ? ACCUMULATED LOSSES

	Reviewed	Pro forma
	-31 March 2004.	-31 March 2004
	S
Accumulated losses at beginning of period-
Loss from ordinary activities after income tax	1169I	11691
Accumulated losses at end of the period-	扫89	11791

NOTE 8 COMMITMENTS

Joint Venture expenditure commitments

In order to comply with the proposed farm-in arrangements contemplated to be entered into with Image, the company is required to spend the following minimum expenditures: -

	Reviewed	Pro forma
	31 March 2004	-31 March 2004
	S	S.
Within one year:	$\mathbf{r}$	500,000
One year tater or no tater than 5 years.	$\mathbf{r}$	$-$
		500,000

Provision of Services

In addition to the above the company has entered into an agreement for the provision of certain administrative support and facilities to Meteoric Resources NL for a fee of \$5,400 per calendar month (for facilities) plus reimbursement of expenses (including a 10% administration (ee). Subject to the rights of early termination the Agreement is for a fixed term of two (2) years.

NOTE V SUBSEQUENT EVENT

(a) Meteoric has entered into a conditional joint venture and royalty agreement with Image on the following terms:

• (i) Cash payment of \$220,000 to be payable to image by way of reimbursement of past exploration expenditures on the tenements, the subject of the joint venture agreement;
• (ii) Meteoric may earn an interest of 80% by expending \$1,000,000 in addition to the cash payment in (i) above;
• (iii) Meteoric to spend a minimum of \$500,000 in addition to the cash payment in (i) above before it elects to withdraw from the joint venture agreement;
• (iv) Meteoric has the option of earning a further 20% interest in the tenements by spending an additional \$1,000,000 on joint venture expenditure and pay a royalty to fmage in accordance with the Royalty Agreement;
• (v) During the period of 2 years commencing on the date the Company is admitted to the official tist of ASX, Meteoric has the right to negotiate in the event that fmage wishes to sell or farmout an interest in any of its tenements;
• (b) Meteoric has entered into an Agreement for the Provision of Services whereby Image as the Manager employs skilled and competent staff and contractors capable of carrying out management, technical, administrative, corporate compliance, accounting and secretarial dulies, Image as Manager shall be enlifed to be reimbursed for all expenses reasonably incurred in connection with the discharge of its obligations under this agreement.

REPORT ON TENEMENTS

14 May 2004

The Board of Directors Meteoric Resources NL Eavel 2 35 Outram Street WEST PERTH WA 6005

Dear Sirs,

This report is prepared for inclusion in a prospectus (Prospectus) to be issued by Meteoric Resources NL (Company) relating to the float of the Company.

SEARCHES $\mathfrak{f}$

For the purposes of this report, in respect of all the tenements set out in the Schedule (Tenements), we have conducted searches and made enquiries as follows:

• (a) we have reviewed searches of the Tenements in the register maintained by the Western Australian Department of Industry and Resources (DIR) and the Northern Territory's Department of Business, Industry and Resource Development (DBIRD). These searches were conducted on 16th & 19th April 2004.
• (b) we have obtained "Quick Appraisat" reports from the DIR, summarising information available in the "TENGRAPH" system maintained by the DIR to determine if any native title claims are registered over the area of the Tenements. These searches were conducted on 16th & 19th April 2004.
• ÿ. OPINION

As a result of our searches and enquiries, but subject to the assumptions and qualifications set out below, we are satisfied that, as at the date of the relevant searches:

• (a) the details of the Tenements included in this report are accurate as to the status of the Tenements;
• (b) where title to a Tenement has not been granted that fact is disclosed in the Schedule or the Notes;
• (c) all applicable rents due under the Western Australian Mining Act 1978 ("WA Mining Act") and the Northern Territory of Australia Mining Act 1980 ("NT Mining Act") in respect of the Tenements have been paid, unless otherwise noted in the Schedule:
• [d] all expenditure requirements under the WA Mining Act and the NT Mining Act have been met or exemptions obtained, unless otherwise noted in the Schedule.

Ph: (08) 9225 4699 Fax: (08) 9225 4266 Email: mmts@westnet.com.au Level 1 202 Pier Street Perth WA 6000

PO Box 8638 Perth Business Centre WA 6849

(e) Tenements granted since 23 December 1996 are valid assuming the applicable processes prescribed by the Native Title Act 1993 (Cth)(NTA) were complied with by the State and Territory Governments (which we have not checked). The valid grant of any of the current applications for Tenements which may affect native. title will require compliance with the applicable processes of the NTA.

IENEMENTS $\mathbb{Q}$

The Tenements comprise exploration ficences, prospecting ticences and mining teases granted or applied for under the WA Mining Act and the NT Mining Act.

Generally Applicable Conditions

Mining tenements are granted subject to various. conditions prescribed by the Mining Act including payment of rent, compliance with minimum expenditure. and reporting requirements.

Certain conditions that apply to one or more of the Tenements include standard environmental conditions. Tenements are also subject to statutory requirements of certain other Acts including Aboriginal heritage legislation, environmental protection legislation and rights in water fegislation. These standard conditions are not detailed in the notes to the Schedule.

Specific Conditions

Specific conditions applicable to the individual Tenements are detailed in the notes to the Schedule.

Encumbrances

Encumbrances and caveats applicable to the individual Tenements are mentioned in the notes to the Schedule.

ARCREGINAL SITES

Tenements in Western Australia are granted subject to an endorsement reminding the tenement holder of its obligation to comply with the requirements of the Aboriginat Henitage Act 1972 (WA) (Henitage Act).

Tenements in the Northern Territory are granted subject to the provisions of the Northern Territory Aboriginal Sacred Sites Act (1978 [NT) (the "NT Heritage Act")

The Heritage Act profects sites and areas of significance to Aboriginal persons. The Minister's consent is required where any use of land is likely to result in the excavation or other atteration of or damage to an Aboriginal sile or any objects. on or under that site.

There is no requirement for a site to be registered in any public manner or, indeed, be m any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the

purposes of the Heritage Act. A register of sites is maintained by the Aboriginal Affairs Department of Western Australia. The Heritage Act applies to all Aboriginal sites and objects whether or not they are registered under the Heritage Act. For that reason, we have not conducted a search of that register for the purposes of this report.

A practical method of minimising the danger of unintentional disturbance of a site, is to undertake. Aboriginal heritage surveys with local Aboriginal communities before the commencement of land disturbing activities. This is an informal process because the Heritage Act does not actually prescribe a mechanism for identifying Aboriginal sites. We are not aware of any heritage surveys of the land the subject of the Tenements having been conducted to date.

The NT Heritage Act defines a sacred site as a site that is sacred to Aboriginals or otherwise of significance according to the Aboriginal tradition. The NT Heritage Act established the Aboriginal Areas Protection Authority ('AAPA') which is empowered to establish and maintain a register of sacred sites. Sacred Sites will only be recorded by the AAPA if so requested by the custodian or where the Authority has itself identified a sacred site as a result of its own previous work in the area.

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) [Heritage Protection Act] also affords some profection to Aboriginal sites in Western Australia. It allows declarations to be made which protect or preserve objects. or areas which are of significance to Aboriginats, whether situated on private or Crown land.

Two types of dectarations may be made in relation to significant Aboriginal objects or Aboriginal areas (being objects or areas of significance to Aboriginals in accordance. with Aboriginal tradition) under the Heritage Protection Act:

• (a) emergency declarations of preservation which remain in force for a maximum of 60 days; and
• (b) declarations of preservation (which remain in force for the terms specified in the declarations).

Before making a prominent declaration in relation to an area, the Minister for Aboriginal Affairs must commission a reporton the area, which addresses specific matters such as the significance of the area, the extent of the area to be protected and the effects of the declaration on any non-Aboriginal interests in the land. Compensation is payable by the Minister. for Aboriginal Affairs to a person who is, or is likely to be affected by a permanent declaration of preservation.

It is an offence to contravane a declaration made under the Heritage Protection Act.

In respect of these sites and any other sites identified on any of the Tenements, the Company needs to ensure that any interference with such sites is in strict conformity with the provisions of the Her#age Act, the NT Heritage Act and the Heritage Protection Act.

Ğ. MATIVE TIME - MABO AND NATIVE TIME LEGISLATION On 3 June 1992, the High Court of Australia held in Mabo v. Queensland (no.2) (1992) 175 CER 1 that the common law of Australia recognises a form of native title. In order to succeed in a native title claim the persons making such claim must show that they enjoy certain customary rights. and privileges in respect of a particular area of land and that by these rights and privileges they have a connection with that land. Such a claim will not be recognised if the native title has been extinguished, either by voluntary surrender to the Crown, death of the last survivor of a community entitled to native title, abandonment of the land in question by that community or the granting of a whotly "inconsistent interest" in the tand by the Crown. An example of an inconsistent interest would be the granting of a freehold or some type of exclusive possession leasehold interest in the land. The granting of a lesser form of interest not conferring exclusive possession will not extinguish native title as it would not be wholly inconsistent with native title rights and interests.

The Racial Discrimination Act 1975 [Cth] (RDA) enacted by the Federal Partiament is binding on the State of Western Australia, and generally makes racial discrimination unlawful.

The Commonwealth Partiament responded to the Mabo decision by passing NTA. This Act enabled a State Partiament to vatidate any mining tenements granted prior. to its commencement which might otherwise have been invalid by reason of the RDA. NTA was extensively amended by the Nasve Title Amendment Act 1998 (Oth). These amendments include the ability of a State Parliament to validate any titles which may have been invalidly granted over pastoral leases and certain other leasebold interests. during the period 1 January 1994 to 23 December 1996. The State of Western Australia has enacted the validating legislation contemplated by the NTA: the Titles (Validation). and Native Title (Effect of Past Acts) Act 1995 as amended by the Titles (Validation) and Native Title (Effect of Past Acts) Amendment Act 1999.

MATIVE TILE - NATIVE LITLE CLAIMS Persons claiming to hold native title may lodge an application for determination of native tale with the Federal Court. The Court will then refer the application to the Native-Title Registrar for the registration test.

W.

REPORT ON TENEMENTS

If the Native Title Registrar is satisfied that the lodged claim meets the registration requirements set out in the NTA (Registration Test), it will be enfered on the Register of Native Title Claims maintained by the National Native Title Tribunal (Register). Claimants of registered claims are afforded certain procedural rights under the NTA including the linight to negotiate".

Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received. Such claims may be entered on the Reqister at a later date if additional information. is provided by the claimant that satisfies the Registration Test.

Some of the Tenements relate to land which is currently the subject of one or more registered native title claims. These claims are identified in the Schedule. If native title is found to exist, the nature of the native title may be such that consent to the grapt of a mining tenement may be required by the native title holders but is withheld or only granted on conditions unacceptable to the Company.

We have not undertaken the considerable historical, anthropological and effinographic work that would be required to determine the likelihood that existing claims may be successful, or the possibility of any further native title claims being made in the future.

In any event, the existence of native title is not the relevant issue for the Company. The relevant issue is the existenceof a registered native title claim or the potential for a native title claim. That effectively requires the Company to observe the provisions of the NTA in proceeding with its applications. for Tenements. The reason for this is that an act which affects native title rights such as the grant of a mining. tenement may be invalid unless there has been compliance. with the provisions of the NTA. Unfil the native title claimhas been determined by the Federal Court the existence of native title will be uncertain. Prudence dictates that native litie should be assumed to exist over all claimed land other than freehold, "exclusive possession" (easehold or vested reserve until the claim has been determined.

NATIVE HTLE - VALIDITY OF TITLES

Tenements granted before 1 January 1994

The company has no tenements that were granted during this period

Tenements granted between 1 January 1994 and 23 December 1996

The company has no tenements that were granted during this period.

Tenements granted since 23 December 1996

Mining tenements granted since 23 December 1996 may be invalid if they were granted over land other than freehold, "exclusive possession" leasehold or vested reserve and the applicable processes prescribed by the NTA were not complied with. We understand that it has been the practice. of the State and Territory Governments since 23 December 1996 to comply with these processes subject to certain cases. where the Minister granted mining tenements over enclosed. or improved pastoral leasehold land relying on WA v Ward (2000) 178 ALR 159 (since overrufed by the High Court on this point).

The following Tenements have been granted since 23 December 1996. We have not undertaken any independent enquiries to confirm whether the applicable processes prescribed by the NTA were complied with by the State and Territory Governments:

E52/1453, E59/879, E77/914, EE10177, EE23764, P77/3368, P77/3369, P77/3370, P77/3261

Future Tenement Grants

The valid grant of any of the current applications for Tenements which may affect native title requires compliance. with the provisions of the NTA.

The NTA regulates all future actions (such as the grant of a mining tenement) which affect native title rights. These actions are known as "future acts". A future act will be valid if it falls within one of a number of categories of tand deatings specified in the NTA provided that there is compliance with the applicable procedural requirements: NTA Part 2, Division 3, Subdivisions B-P.

So, if the grant of any of the current applications for Tenements affects native title, the grant will be a future act and will be valid only if there has been compliance with the relevant requirements of the NTA. In order to determine whether the grant of any of the current applications will affect native title, a determination must be made as to whether native title exists in the area. This will require a hearing by the Federal Court (or a consent determination) as to the existence. of native title, which could take years. However, in the interim, the validity of the grant of the current applications for Tenements can be assured if the State and the Company comply with the requirements of the NTA on the assumption. that native title does in fact exist in the area.

The following tenements are current applications:

ELA16/307, ELA24138, ELA28/1328, ELA51/856, MLA52/807, MLA52/808, MLA77/1057

QUALIFICATIONS Ŵ.

While the status of the Tenements is dealt with in the Schedule and the notes to the Schedule, we point out, by way of summary, that:

• (a) we have assumed the accuracy and completeness of all Tenement searches and other information or responses which were obtained from the relevant Department or authority. We cannot comment on any obligations of the Company that may arise from agreements that are not registered as a dealing, encombrance or otherwise noted on the searches of the Tenements obtained from the DR or DBIRD;
• (b) the holding of the Tenements is subject to compliance. with the terms and conditions and the provisions of the WA Mining Act and the NT Mining Act;
• (c) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
• (d) with respect to any application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be dranted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;
• (e) where compliance with the requirements necessary to maintain a Tenement in good standing is not disclosed on the face of the searches referred to in this report, we express no opinion on such compliance;
• (f) references in the Schedule to any area of land are taken from details shown on searches obtained from the DfR and DBIRD. It is not possible to verify the accuracy of those areas without conducting a survey;
• (g) the Schedule is accurate as at 19th April 2004 as it is based on searches and quick appraisals from the DIR and DBIRD at that date. We cannot comment on whether any changes have occurred in respect of the Tenements between 19th April 2004 and the date of the Prospectus.

Yours faithfully

Shannon McMahon Director

REPORT ON TENEMENTS

WILTHORPE PROJECT
ES2/1453	Image Resources NL 10000000 Red Dog Prospecting Pty Ltd	$\cdots$ 90/100	-3/02/2008	$-2/02/2005$	- 4 Sub-blocks
MLAS2/807.	Image Resources NL 10000000 Red Dog Prospecting Pty Ltd 10/100	5.77.90/100	$- [18/07/2003]$ $-$	s lististika as	- 435.9 Ha
MLA52/808	Image Resources NL	$-90/180$	$\cdot$ [18/07/2003]	. Na	$\frac{1}{2}$ 182.3 Ha
JARBORA HILL PROJECT
EŞ9/879 - - - - - -				11114/12/2004 11111116 Sub-blocks
BULLFINGH PROJECT
E77/916 ~	Image Resources NL [1] Mark James Thompson	$\sim\cdots\sim90/100$	$-29/08/2060$		-28/08/2005 - - - - - - - 30 Sub-blocks
P77/3368.	. Image:Resources.NL		$\frac{1}{2}$	[[[[[[[[[[[[[[[]]]]]] 6/D3/2887. [[[[[[[[[[[[[]]]]]]]]][[192 Ha
P77/3369.	.
	Imade Resources NL	$-100/100$	7/83/2003	hr &/D3/2887 https://www.hr/25-Fla-
P77/3261.	Paul David Della Bosca	-180/100	ី ៖3/18/1999	$-12/10/2003$	…… 200 Ha
MLA77/1057	Paul David Della Bosca	100/100	$-116/10/20631$	NA.	280 Ha
RUBY WELL PROJECT
ELAS1/856	—— Peak Hill Gold Mines NL.			ARANG NA	- - - - - - - - 41 Sub-bloc
ULARRING PROJECT
ELA3 6/307 ~	Image Researces NL [1]	$-100/100 +$	$- [27/10/2083]$	- NA	78 Seb-blocks
JUNCTION LAKE PROJECT
	ELA28/1328
WARREGO NORTH PROJECT
EL23764 ELA24138	Image Resources NL Image Resources NL	100/100 100/100	26/13/2003 [30/01/2004]	25/11/2009 NA.	45 Sub-blocks B Sub-blocks
MURCHISON RANGE PROJECT
EL 10177	Image Resources NL	100/100	3/07/2002	2/07/2008	197 Sub-blocks

\$384.56	$-220,000$	. д . в		NTA/1, Rua Wia2080/881 Nhamawangga Waj ARB/14, [[[[[[]] Geraldfon A.R.B.
NA 1	- Not Yet Required	. .		NTA/1, 8ua Wia2080/803 Nharnuwangga Waj ARB/14, Geraldton A.R.B.
NA.	· Not Yet Required ·	$\mathbb{A} \times \mathbb{A}$		ka propinsi Marek NTA/1, Rua Wa2080/881 Red Dog Prospecting Pty Ltd 10/108 Nhamuwangga Waj ARB/14, Geraldton A.R.B.
\$575.84	\$20,000	$\mathbb{N}\mathbb{R}$ .		- WC96/93 Muttewa Wadjari WC01/003 Wajarri Elders ARB/14, Geraldton A.R.B.
\$2,884.28	\$27,008	C	3.4.5. 6, 7, 8, 9,	-WC99/029 Central West Goldfields, WC 97/56 Batterdong WC95/27 Deregistered ARB/15 South West A.R.B.
\$349.66.	\$7,680.			WC99/029 Central West Goldfields, WC 97/56 Balterdong WC95/27 Deregistered ARB/15 South West A.R.B.
	\$362.18			WC99/029 Central West Goldfields, . WC 97/56 Batterdong WC95/27. Deregistered ARB/15 South West A.R.B.
\$318.50	\$7.000			WC99/029 Central West Goldfields, 1980 WC 97/56 Ballerdong WC95/27 Deregistered ARB/15 South West A.R.B.
	$-$ \$8,000 $-$	$\boxdot$ D, E, F		WC99/029 Central West Goldfields, The Control WC 97/56 Batterdong WC95/27 Deregistered ARB/15 South West A.R.B.
	- Not Yet Required	$\cdots$ , $\mathsf{D}, \mathsf{E}, \mathsf{F}$ , $\cdots$ , $\cdots$	将自己	WC99/029 Central West Goldfields, WC 97/56 Ballerdong WC95/27 Deregistered ARB/15 South West A.R.B.
	$\cdots$ . The second of the sequence of the second second $\mathsf{G},\mathsf{B},\mathsf{F}$			WC00/012 Ngeonoonu Wadjan, ARB/14 Geraldton A.R.B. ARB/11 Central Desert A.R.B.
NA.	Not Yet Required ~	NIL		- WC95/27 Deregistered WC99/029 Central West Goldfields, ARB/13, UNITER Goldfields A.R.B.
	NA			WC97/40 Narnoobinya WC99/082, Ngadju ARB/13, Goldfields A.R.B.
\$495.00	\$30,000	Nil.	11, 12	NI.
NA.	Not Yet Required	NiL		NiL
\$4,334.00	\$25,000	NiL.	10	DC01/17 Kurundi

en statunden.
Etimologia

22

SS 23

REPORT ON TENEMENTS

The following abbreviations are referred to in the Schedule.

• £. means Exploration Licence
• EE. means Exploration Licence
• ELA means Exploration Licence Application
• $\bar{\mathbb{C}}^{\mathbb{R}}$ means Prospecting Licence

MLA means Mining Lease Application

Encumbrances

• Heads of Agreement between Red Dog Prospecting Pty Etd. A and Magnetic Resources NE (now Image Resources NE) dated 29 September 1999 and titled Heads of Agreement.
• Deed of Consent between Red Dog Prospecting Pty Ltd, 殳 Image Resources NL and Meteoric Resources NL stamped 21 April 2004 and titled Deed of Consent - Witthorpe -Image to Meteoric.
• Heads of Agreement between Milan Mirkovic and Magnetic. C. Resources NL dated 29 September 1999 and titled Heads of Agreement. Deed of Consent between Mark James Thompson, Image Resources NL and Meteoric Resources NL dated 21 April 2004 and titled Deed of Consent -Buttlinch - Image to Meteoric.
• Option Agreement between Paul D Della Bosca and Image Ð. Resources NL dated 30 March 2004 and titled Sale Agreement.
• Compensation Agreement between Raymond Ronald, Delta F. Bosca and Image Resources NL dated 30 March 2004 and titled Compensation Agreement.
• ¢ Deed of Consent between Paul D Della Bosca, Image Resources NL and Meteoric Resources NL dated 21 April 2004 and filted Deed of Consent - Reynolds Find - Image to Meteoric.
• $\mathbb{G}$ Heads of Agreement between North Star Resources NL, Peak Hill Gold Mines NL, Redpatm Pty Ltd and Magnetic Resources NL dated 19 March 1999 and titled Joint Venture Heads of Agreement.
• ${.}$ Deed of Amendment between Blink Models Limited (formerly North Star Resources NL), Peak Hill Gold Mines NL, Redpalm Pty Ltd and Image Resources (formerly Magnetic Resources NL) stamped 28 April 2003 and titled Deed of Amendment and Understanding.
• Deed of Consent between Peak Hill Gold Mines NL, Redpalm ŧ. Pty Etd, Image Resources NL and Meteoric Resources NL dated 21 April 2004 and sitted Deed of Consent - Ruby Wett -Image to Meteoric.

Notes

• MLA52/807 & M52/808 are Section 67 conversions of î. F52/1453
• 1. No interference with Geodetic Survey Station S293 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
• The grant of this ticence does not include any private land $\mathcal{R}$ referred to in Section 29(2) of the Mining Act 1978 except. that below 30 metres from the natural surface of the land.
• By approval of the Minister for State Development on 06 $\mathcal{L}^-$ February 2002, the grant of this ticence was amended to include fand the subject of Yilgarn Locations 626, 627, 628. 630, 612, 613, 619, 622, 1550 (Special Lease 3116/11130), 1554, 615, 620, 618, 621, 629, 666, 668, 669, 659, 660, 661, 662 and 1435, 06/02/2002
• By approval of the Minister for State Development on 26 $\mathbb{F}_q$ . March 2002, the grant of this ticence was amended to include (and the subject of Yilgarn Location 665,
• The rights of ingress to and egress from Miscellaneous. $\mathcal{L}^+$ Licences 77/47, 77/53, 77/57, 77/81 and 77/132 being at all times preserved to the ticensee and no interference with the purpose or installations connected to the ficence. 29/08/2000
• $7.$ The prior written consent of the Minister for Mines being obtained before commencing mining on Timber Reserve 14908, Water Reserve 17408 and Aerial Landing Ground-Reserve 26249.
• No interference with Geodelic Survey Stations G77/26 and $S_{\perp}$ G77/27 and mining within 15 metres thereof being confined. to below a depth of 15 metres from the natural surface. 29/08/2000
• $\mathbb{Q}^{n-1}$ No interference with the use of the aerial Landing Ground and mining thereon being confined to below a depth of 15 metres from the natural surface.
• 1. MLA77/1057 is section 49 conversion of P77/3261, P77/3261 confinues in force until such time as the MLA77/1057 has been granted.
• 1. Exploration shall not take place within one hundred and twenty. five (125) metres of the centerline of any road or railway. unless specific approval is given by the Director of Mines.
• 1. The Licensee shall not significantly disturb any area or carry. out blasting activity within 200 metres of a gas or oil pieline. unless prior written approval has been oblained from the Minister responsible for the Energy Pipelines Act or the pipelines operator.

SUMMARY OF MATFRIAL AGREEMENTS

Meteoric has entered into or has obligations by way of assumption under various contracts and deeds (cottectively Material Contracts) which the Directors regard as being material for disclosure in this prospectus. A person or entity subscribing for securaties offered by this prospectus will be deemed to have approved Mefeoric being a party to or being bound by each of the Material Contracts. Details of the Material Contracts, to the extent material for disclosure purposes and not otherwise disclosed in this prospectus, are set out below.

A term appearing in this section with the first letter consistently capitalised indicates it is defined eather in this section (refer bolded terms within parentheses) or the Glossary.

MCFEORIC JOINT VENTURE AGREEMENT

By agreement (Meteoric JVA) between Image and Meteoric dated 30 April 2004, Image agreed to farmout its interest [Image's Interest] in:

• $\mathbf{z}^{\dagger}$ those of the tenements tisted in the section headed Report on Tenements in respect of which Image is there shown to be for to be entitled to be) the sole owner or applicant; and
• the agreements (the JV Agreements) pertaining to those of hi. the tenements (and thereby its indirect interest in the tenements) listed in the section headed Report on Tenements in respect of which fmage is there shown not to be the sole. owner or applicant - the material terms of the JV Agreements (also Material Contracts) are set out in this section.

All tenements (Tenements) in respect of which Meteoric has (the right to earn) an interest (both indirectly via the JV Agreements and directly) and being the tenements detailed in the section headed Report on Tenements, are the subject of the Meteoric JVA.

Image holds or is entitled to a 100% interest in all the Tenements subject to the following exceptions:

• a) Withorpe where it holds a 90% beneficial interest;
• b) Bullfinch where a 90% beneficial interest is held in one of the tenements (and an option is held to acquire a 90% interest in two of the tenements covering the same area). and a 100% beneficial interest is held in the remaining tenements; and
• c) Ruby Well where a 60% interest is beneficially held;

for fuller detail as to the exceptions refer the section headed Report on Tenements.

Following the Listing Date, Meteoric must:

a) pay image the sum of \$220,000 (by way of partial reimbursement of expenses incurred by Image in respect of the Tenements); and

incur Joint Venture Expenditure (being expenditure incurred in respect of exploring, developing, mining and maintaining the Tenements and generally in relation to the operations. and conduct of the joint venture established between Image. and Meteoric under the Meteoric JV) in an amount of no less than \$500,000 within one year of the Listing Date before Meteoric may withdraw from the agreement.

Meteoric may earn 80% percent of Image's Interest by expending the sum of \$1,000,000 on Joint Venture Expenditure within the period of twenty four months of the Listing Date. In the event of Meteoric earning 80% of Image's Interest, Meteoric may elect to earn the remaining 20% of Image's laterest by spending a further. \$1,000,000 on Joint Venture Expenditure prior to expiration of five years from the Listing Date.

In the event of Meteoric earning 80% of Image's Interest the parties shall contribute to Joint Venture Expenditure in proportion. to their respective interests (Meteoric 80%: Image 20%) as from and if any of the fottowing events occurs:

• Meteoric does not elect to earn 100% of Image's Interest; or a)
• 县 Meteoric having elected to earn the remaining 20% of Image's Interest either:
• 锉 gives notice to Image abandoning the right to so earn; or
• fails to do so (including because it fails to incur the requisite amount on Joint Venture Expenditure prior to the expiration of 5 years from the Listing Date);

and failure to contribute thereafter will result in the noncontributing party's interest being diluted in accordance with an industry standard formula.

If Meteoric earns 100% of Image's Interest then Image shall be entitled to a 1% gross royally in respect of production derived. from the area the subject of the Tenements and to which Meteoric is entitled by virtue of being the holder of 100% of Image's Interest.

At all times while Meteoric is earning fmage's Interest it must maintain the Tenements in good standing and comply with the obligations of fmage under the JV Agreements.

During the period of 2 years following the Listing Date, Image shall, whenever it wishes to self or farmout an interest in any of its tenements (including applications for tenements), give notice of its intention in that regard to Meteoric whereupon Meteoric shall have a 30 day preferential right to negotiate with fmage with a view to purchasing or farming into that interest. Image shall negotiate with Meteoric in good faith in relation to selling or farming that interest out to Meteoric.

SHMMARY OF MATERIAL AGREEMENTS

REYNOLDS FIND AGREEMENTS

By an agreement (Della Bosca Agreement) between Paul Della Bosca (Della Bosca) and Image and dated 30 March 2004:

• яł. Defta Bosca granted Image the option (Option) to purchase a 90% interest in mining lease application 77/1057 and prospecting licence 77/3261 (together with successor tenements referred to as Della Bosca Tenements) upon payment of a \$20,000 option fee (this fee has been paid);
• b) the Option can be exercised at any time during the period expiring 18 months after the date of the Delta Boscal Agreement by notice in that regard being given and accompanied by payment in the sum of \$20,000;
• Image must maintain the Della Bosca Tenements in good c). standing for so long as the Option remains unexercised but capable of being exercised (Image may abandon the Option by giving notice in that regard at any time);
• in the event the Option is exercised a joint venture will be $r()$ established in respect of the Della Bosca Tenements between Image and Betta Bosca under which:
• 汇 Della Bosca's 10% interest will be free carried until a feasibility study is completed or a decision is made to mine any of the Della Bosca Tenements (but Image has no obligation to marritain the Della Bosca Tenement or to commence mining operations thereon) from which time Della Bosca's residual 10% interest will be a contributing interest and subject to dilution in default (of contributionto ongoing expenditure of the joint venture); and
• Della Bosca and Image shall have pre emplive rights. 鼎。 to purchase the interest of the other in the event of the sale of any interest in the joint venture.

The Della Bosca Tenements are situated on freehold land (Land) and the owner (Raymond Ronald Detla Bosca) of the freehold has entered a compensation agreement in favour of Image (and its) successors) whereby Image may conduct activaties on the Land inexercise of the rights of the holder of the Della Bosca Tenements. Under this agreement fmage must use reasonable endeavours to minimise the interruptive effect of its operations on the Land upon the operations of the owner, make good damage caused by its operations on the Land and pay compensation at nominal rates for all holes drifted.

By deed between Image, Detta Bosca and Meteoric and dated 21 April 2004:

• Meteoric is permitted to earn, from Image in terms of the āŀ Meteoric JVA, an interest in the Della Bosca Tenements and under the Della Bosca Agreement:
• b) Meteoric will assume from time to time the obligations of Image under the Della Bosca Agreement as and to the extent applicable to any interest earned by Meteoric therein (and Image will be correspondingly released);
• Delta Bosca will consent to Meteoric being appointed (in tieu--cìof Image) as manager of operations in respect of the Delta-Bosca Tenemenis.

WILTHORPE - SALE AGREEMENT & DEED OF CONSENT MOTRADZZA GRA

The Willhorpe project is comprised of exploration licence. 52/1453 and mining lease applications 52/807 and 888 (these and their successor tenements being referred to as Red Dog-Tenements) which are the subject of an agreement (being the Red Dog Agreement) between Red Dog Prospecting Pty Ltd (Red Dog) and Image (then called Magnetic Resources NLI) dated 29 September 1999.

Pursuant to the Red Dog Agreement:

• $\mathfrak{F}^{\mathbb{N}+}\mathbb{R}$ Red Dog assigned a 90% interest in the Red Dog Tenements. to image;
• Red Dog retained a 10% interest in the Red Dog Tenements $\mathbb{R}^3$ free carried to the completion of a bankable feasibility study from which time Red Dog's interest will be a contributing. interest and the parties' respective interests will be subject. to dilution in the event of non-contribution:
• $\mathbb{C}^{\sum\limits_{i=1}^{n-1}}$ Image has the right to enter a separate joint venture. agreement in respect of the Red Dog Tenements (with Red-Dog's 10% interest conbiuing); and
• d) trasge may relinquish all or part of the Red Dog Tenements whenever it sees fit after first offering the interest proposed to be relinquished back to Red Dog.

By deed dated 21 April 2004: Red Dog consented to Image conferring on Meteoric the right to earn an interest in the Red-Dog Tenements and the Red Dog Agreement in terms of the Meteoric JVA; Meteoric will assume from time to time the obligations of Image under the Red Dog Agreement as and to the extent applicable to any interest earned by Meteoric therein (and Image will be correspondingly released); Meteoric is appointed manager of operations in respect of the Red Dog Tenements.

BULLEINCH - SALE AGREEMENT & DEED OF CONSENT AND ASSUMPTION

The Bullfinch project is comprised in part by E77/914 (this tenement and successor tenements referred to as Thompson Tenements) which is the subject of an agreement (Thompson Agreement) dated 29 September 1999 under which Milan Mirkovic las trustee for Mark James Thompson - Thompson) assigned a 90% interest in that tenement to Image (then called Magnetic).

Pursuant to the Thompson Agreement:

• Image acquired a 90% interest in the Thompson Tenements; $\mathbb{R}^+$
• h}. Thompson retained a 10% interest in the Thompson Tenements free carried to the completion of a bankable. feasibility study from which time Thompson's interest will be a contributing interest and the parties' respective interests. will be subject to dilution in the event of non-contribution;
• c) Image has the right to enter a separate joint venture agreement in respect of the Thompson Tenements; and
• Image may relinquish all or part of the Thompson d). Tenements whenever it sees fit after first offering the interest proposed to be relinquished back to Thompson.

By deed dated 21 April 2004: Thompson consented to image conferring on Meleoric the right to earn an interest in the Thompson Tenements and the Thompson Agreement in terms of the Meteoric JVA; Meteoric will assume from time to time the obligations of Image under the Thompson Agreement as and to the extent applicable to any interest earned by Meteoric therein (and Image will be correspondingly released); Meteoric is appointed manager of operations in respect of the Thompson Tenements.

BUBY WELL - JVA & DEED OF CONSENT AND ASSUMPTION

The Ruby Well project is comprised of exploration ficence application 51/856 (this tenement and successor tenements referred to as Ruby Well Tenements) which is the subject of the Ruby Well JV.

The terms of the Ruby Well JV are recorded in an agreement (asvaried by the two deeds mentioned below being referred to as the Peak Hill JV Heads of Agreement) dated 19 March 1999 between North Star Resources NL, Peak Hitt Gold Mines NL, Redpatra Pty Ltd and Image (then called Magnetic Resources NL) as varied by:

• a) a Deed of Amendment and Understanding dated 28 April 2003 between Blink Models Limited (formerly North Star Resources NLI, Peak HIII Gold Mines NL, Redpalm Pty Ltd and fmage; and
• hł. a deed of consent and assumption dated 30 April 2004. between Peak Hill Gold Mines NL, Redpalm Pty Ltd, Meteoric and Image.

By the Peak Ritt JV Heads of Agreement:

• a) the present interests under the Ruby Well JV are acknowledged to be held as to 60% by Image and as to the batance by the North Star Group (being Peak Hill Gold Mines) NE and Redpatm Pty LtdJ:
• Image and the North Star Group are obliged to contribute bl. in proportion to their respective interests or dilute inaccordance with an industry standard formula and where a party's interest dilutes to less than 15% that party shall be deemed to have withdrawn from the Peak Hitt JV with noretained interest;
• it is acknowledged that Image had, to 30 June 2003, d. expended \$305,749 exploring the tenements the subject of the Peak Hill JV from time to time;
• d) Meteoric is permitted to earn, from Image in terms of the Meteoric JVA, an interest in the both Ruby Well Tenements and the Peak Hitt JV Heads of Agreement;
• Meteoric will assume from time to time the obligations of e). Image under the Ruby Well JV as and to the extent applicable to any interest earned by Meteoric therein (and Image will be correspondingly released); and
• Meteoric is appointed manager of operations in respect of $\mathbb{R}$ the Ruby Well Tenements.

MINISTERIAL CONSENT

Applications for tenements can not be transferred until after grant, an exploration licence can not be transferred during the first year of its ferm without Ministerial approval and mining leases may only be transferred with Ministerial approval.

Each of the agreements summarised in the foregoing portion of this section (Summary of Material Agreements) is, if applicable. subject to and conditional upon all registrations, approvals, and consents required by the Mining Act of Western Australia to enable the tenements the subject thereof to be dealt with in the manner contemplated by this agreement being effected, granted or forthcoming provided that while each agreement remains. subject to that condition (if applicable) the obligations of the parties as between themselves shall not be suspended except. to the extent where performance of those obligations would be an illegal action would result in any tenement being withdrawn. or surrendered and provided further that in the event of the abovementioned conditions not being satisfied by the latest date therefore the agreement thereby affected shalf be void and of nofurther force.

SUMMARY OF MATERIAL AGREEMENTS

AOMINISTRATVE SERVICES AGREEMENT

By agreement between Image and Meteoric dated 29 April 2004, Image has agreed, for a fixed term of 2 years commencing on the Listing Date, to provide Meteoric with the following services namely:

• a). the provision of registered and serviced offices (including furniture, telephone, facsimile, computer and like facilities). for a fee of \$5,400 per month (plus GST);
• b) administrative, corporate compliance, and secretarial services generally (but excluding certain accounting functions) in respect of which frnage shall be entitled to a reimbursement of all expenses reasonably and properly. incurred by it in connection with the discharge of its obligation to provide these services together with an administration fee of not more than 10% of expenses where appropriate and reasonable.

The agreement acknowledges that Meleoric will engage directly with Messrs Thomson and Sakatidis with the provision of their services to Meteoric being beyond the scope of the agreement and not the subject of any fee or mark up in favour of Image.

DEEDS OF INDEMNITY INSURANCE AND ACCESS The Company has entered into Deeds with each of its directors to:

• a). indemnify (to the maximum extent permitted by law) each director against certain liabilities lincluding costs, damages and expenses) incurred in the capacity of a director of the Company:
• b) maintain directors' and officers' insurance in favour of each director whilst he is a director of the Company and for a period of seven (7) years after he ceases to be a director of the Company; and
• allow each director to inspect and, if necessary, make copies $\mathbb{C}$ of all Company records that are in any way relevant to the director's hotding of office as a director of the Company or any proceedings to which the director is involved because he is, or was, an officer of the Company.

The Board considers that an investment in the Shares the subject of this prospectus is speculative due to the nature of the Company's business. The Board recommends that potential applicants consider the risks described below and informationcontained efsewhere in this prospectus, as well as consult with their professional advisors, before deciding whether or not to apply for the Shares.

The following is a non-exhaustive list of the risks that may have a material affect on the financial position and performance of the Company and the value of its securities, as well as the Company's exploration, (and any future) development and mining activities, and ability to fund those activities.

GENERAL ECONOMIC AND POLITICAL CONDITONS

The value of the Company's securities are likely to fluctuate depending on various factors such as inflation and interest rates, domestic and international economic growth, taxation policies. legislative change, political stability, mining industry conditions, stock market conditions in Australia and elsewhere, changes in investor sentiment towards particular market sectors, and acts of terrorism.

NATIVE THILE AND ABORIGINAL HERITAGE

Native title legally recognises the unique lifts rights of indigenous Australians over areas where those rights have not been lawfully. extinguished. State and Commonwealth native title legislation. requiates the recognition, application and protection of native litte. Native title may affect the status, renewal and conversion of existing tenements and the granting of new tenements. Indigenous land use agreements, including terms of compensation, or other agreement types may need to be negotiated with affected parties.

There may be sites and objects of significance to indigenous. Australians located on the tand relating to the Company's tenements. State and Commonwealth Aboriginal heritage legislation aims to preserve and protect these sites and objects. from use in a manner inconsistent with Aboriginal tradition. Aboriginal heritage may restrict or delay access to the affected land and result in the prectusion of any exploration or mining activities in that area. Access sureements will need to be negotiated with affected parties.

Therefore, native title, Aboriginal heritage or other indigenous matters remain matters of substantial risk (and especially cost exposure). As a result, it is not possible to quantify the financial or other impact native title and Aboriginal heritage will have upon the Company. See Report on Tenements for further details.

TENEMENTS AND GOVERNMENT DUTIES.

The Company's tenements are focated in Western Australia and the Northern Territory, and as such, are subject to differing legislative requirements with respect to the processes for application, grant, conversion and renewal. Tenements are also subject to the payment of annual rent and the meeting. of minimum annual expenditure commitments. There is no quarantee that any applications, conversions or renewals for the Company's tenements will be granted. The inability of the Company to meet rent and expenditure requirements may adversely affect the standing of its tenements. See Reporton Tenements for further details.

RELIANCE ON KEY PERSONNEL

The Company's success targely depends on the core competencies. of its directors and management, their familiarisation with, and ability to operate in, the metals and mining industry and the Company's projects. In its initial stages, the Company will rely heavily upon the services of Messrs Thomson and Sakalidis. The loss of one or both of these persons, or other key persons or consultants, could have a materially adverse affect on the Company.

Moreover, each of the directors of the Company are also directors. of Image. As a result of this, the directors could be subject to a conflict of interest in matters arising between the Company and Image. However, the Company intends to search for and appointone or more independent directors as soon as practical following the Listing Date.

COMMODELY AND CURRENCY PRICE VOLATILITY

Commodity prices inherently fluctuate and are affected by numerous factors beyond the control of the Company, including global and regional demand for, and supply of, a particular commodity, forward seiting by producers and the level of production. costs in major commodity-producing regions. Moreover, commodityprices are also affected by macroeconomic factors such asexpectations regarding inflation and interest rates. Commodities are principally sold throughout the world in US dollars.

As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian and US dottars, and/or adverse movements in commodity prices (in particular, in the context of the Company - gold, copper and nickell, could have a materially adverse affect on the Company's financial position and berformance. The Company may undertake measures where deemed necessary by the Board to mitigate such risks.

EXPLOGATION

Exploration, by its nature, contains elements of significant risk. Ultimate success depends on the establishment of an efficient exploratory operation, obtaining of necessary government, statutory and other approvals and discovery and delineation of economically recoverable mineral resources. The exploration activities of the Company may be affected by a number of factors. including, but not limited to, geological conditions, seasonal weather parterns, technical difficulties and failures, availability of the necessary technical equipment and appropriately skilled and experienced technicians, adverse changes in government policyor legislation and access to the reguired level of funding.

There can be no assurances that the Company's current or future exploration activities will result in the discovery of mineral resources. Even if a mineral resource is identified, there can be no guarantee that it can be economically exploited.

DEVELOPMENT AND MINING

Possible future development of a mining operation at any of the Company's projects is dependent on a number of factors. including, but not limited to, the acquisition and/or delineation of economically recoverable mineral resources, layourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost everrups, access to the required level of funding and contracting risk from third parties providing essential services.

In the event that the Company commences production, its operations may be disrupted by a variety of risks and hazards. which are beyond its control, including environmental hazards, industrial accidents, technical failures, fabour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions. and fires, explosions and other accidents. No assurances can be given that the Company will achieve commercial viability through the development and/or mining of its projects.

ENVERONMENT

The Company's projects are subject to Australian State and Commonwealth laws and requiations regarding environmental matters and the discharge of bazardous wastes and materials. As with all exploration and mining projects, the Company's projects are expected to have a variety of environmental impacts. should development proceed. The Company intends to conduct its activities in an environmentally responsible manner and inaccordance with all applicable laws and regulations.

SPORTAGE OF CAPITAL

The funds raised by the Offer will be used to carry out the Company's objectives, as detailed in this prospectus. However, the Company will require additional capital to fund further exploration at the Company's existing projects, undertakefeasibility studies, develop mining operations, meet its future obligations and/or acquire new projects. The Company's ability to raise further capital, either equity or debt, within an acceptable. time, of sufficient quantum and on terms acceptable to the Company will vary according to a number of factors, including:

• prospectivity of projects (existing and/or future); 처는
• $|\gamma\rangle$ the results of exploration, subsequent feasibility studies, development and mining:
• $C_{\ell}^{\frac{1}{2}}$ . stock market and industry conditions; and
• $r$ l) the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available. to the Company on favourable terms, or at all. If adequate funds are not available on acceptable terms the Company may not beable to further develop its projects or assume further obligations. in the future.

ADDITIONAL INFORMATION

INTERESTS, FEES AND BENEFITS

Other than as set out below or elsewhere in this prospectus, no: {a} director of the Company; or (b) person named in this prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation and distribution of this prospectus; or (c) promoter of the Company; or (d) stockbroker or underwriter to the offer of securities under this prospectus; has or had within 2 years before lodgement. of this prospectus with ASIC any interest in: {i} the formationor promotion of the Company; or (ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of securities under this prospectus; or (iii) the offer of securities. under this prospectus; and no amounts have been paid or agreed. to be paid and no amounts have been given or agreed to be given. to any of those persons as an inducement to become or to qualify as a director of the Company or for services rendered in connection with the formation or promotion of the Companyor the offer of securities under this prospectus.

Messrs Peter Thomas, Roger Thomson and George Saksfidis $\mathbf{a}^{\dagger}$ are directors of Image and are also directors of Meteoric. Prior to Completion of the Offer, the directors (or, where applicable, their respective nominees) have obtained or will obtain the following benefits: (a) the right to subscribe for upto 750,000 Shares (in aggregate) at 10 cents each pursuant. to the Seed Raising (to be divided between them as agreed between the directors or, in the absence of an agreement. equally); (b) the issue of 2 million Contributing Shares each for no cash consideration; and (c) the issue of Shares and Contributing Shares pursuant to the Bonus Issue.

Based on the aforementioned benefits lassuming 150,000. Shares are subscribed for by George Sakalidis and 300,000 Shares are subscribed for by each of the other directors. pursuant to the Seed Raising) and on their shareholding in Image as at the date of this prospectus (and assuming that shareholding does not change), the number of Shares and Contributing Shares that each Meteoric director (or their respective nominees) will be entitled to subscribe for, or will have a relevant interest in, prior to Completion of the Offen is set auf helow

DIRECTOR		SHARES	CONTRIBUTING SHARES
	Bonus SSUB	Seed Raising	Bonus Issue	Issue to Directors
Peter Thomas	27.000	300.000	40.500	2.000,000
Roger Thomson	15.000	300,000	22.500	2,000,000
George Sakalidis	646-257	150,000	969.385	2,000,000

It should be noted that, if any director does not subscribe for the above number of Shares pursuant to the Seed Raising, the other directors may subscribe for the refevant shortfall either equally or in such proportions as they determine. The 2 million Contributing Shares will be acquired by each director as part of a proposed issue of 6.5 million. Contributing Shares to the proposed company officers of Meteoric; the other 500,000 will be issued to Meteoric's company secretary, Mr Rudolf Tieleman. The directors may also participate in the Offer.

• Image's relevant interest in Shares is set out in Corporate. h. Overview - Capital Structure, Image has also entered into various contracts with Meteoric or which have an effect on-Meteoric, further details of which are set out in the Summary of Material Agreements section of this prospectus. Moreover, as at the date of this prospectus, approximately \$50,000 has accrued to Image (which is required to be repaidby the Company) for the provision of the services of Messes. Thomson and Sakalidis to Meteoric. Such amounts will continue to accrue lat an average rate of approximately \$95. per hour) until the Listing Date, after which, Meteoric intends to engage Messrs Thomson and Sakatidis directly.
• Meteoric, Mr Sakatidis and Mr Thomson have agreed in $\sigma^*$ principle (non-binding at this time) that each of Messrs-Themson and Sakalidis will dedicate at least 20 hours perweek to the alfairs of Meteoric for a term (for a term of 3years from the Listing Date) on the following basis:
• (Sakatidis) Meteoric will pay Sakatidis at the rate of 钱。 \$92,500 pa for the 20 hours per week - a pro rataadjustment will apply if he dedicates a greater or lesser. period to the affairs of Meteoric;
• (Thomson) Meteoric will pay Thomson at the rate of 辯。 \$100,000 ps for the 20 hours per week - a pro rataadjustment will apply if he dedicates a greater or lessen. period to the affairs of Mefeoric; and
• iii) To the fullest extent the law permits if these contracts are terminated without cause Messrs Sakalidis and Thomson are entitled to be paid the balance of the contracts as if they had not been so terminated.
• Mr Thomas is the sofe proprietor of Smyth & Thomas. ₫L On instructions from Image (the cost of which is reclaimable by Image from Meteorici Smyth & Thomas has prepared various contracts and the Summary of Maferial Agreements. section of this prospectus, provided compliance advice inrelation to this prospectus, participated in the due diligence. process and provided other professional services in relation. to this prospectus, the listing of the Company and other

ADDITIONAL INFORMATION

services not retated to the Offer. In so acting, Smyth & Thomas' client was Image, not Meteoric, but the cost (approximately \$25,000 (exclusive of GST)) will be reimbursed by Meteoric to Image.

• $\rho_3^+$ Each director has agreed to receive director fees of \$30,000 per annum (in addition to any consultancy, special exertion, professional lees or other lees for the provision of executive or other work for the Company beyond his ordinary duties as a director) from the Listing Date. As at the date of this prospectus, none of the directors have received any director's fees (nor are any outstanding directors fees due and payable).
• ACM Corporate Pty Etd has been for will belipaid a fee of 針 approximately \$55,000 (exclusive of GST) for acting as Float Co-ordinator and for providing other professional services in relation to the Offer and the listing of the Company. As at the date of this prospectus. Advanced Capital Management Ptv. Ltd. an associate of ACM Corporate Pty Ltd. has applied for 150,000 Shares pursuant to the Seed Raising, 50,000 of which were applied for on trust for an unrelated party. Associates of ACM Corporate Pty Etd may also participate in the Offer.
• $\alpha$ Continental Resource Management Pty Ltd has been for will belipaid a fee finctuding disbursements) of up to approximately \$20,000 (exclusive of GST) for preparing the Independent Geologist's Report section of this prospectus.
• 纪。 Somes & Cooke has been for will belipaid a fee of approximately \$9,000 (exclusive of GST) for preparing the Independent Accountant's Report section of this prospectus. The Company has agreed to indemnify Somes & Cooke from all claims arising in respect of their involvement in preparing the report for inclusion in this prospectus to the extent that Bability arises as a consequence of any information being provided by or on behalf of the Company to Somes & Cooke being misleading, deceptive or false or to the extent that the Company fails to disclose information which is reasonable in all the circumstances to expect would have been disclosed to Somes & Cooke to enable them to prepare the report.
• McMahon Mining Title Services Pty Ltd has been a) for will belipaid a fee of up to approximately \$3,000 fexclusive of GSTJ for preparing the Report on Tenements section of this prospectus.

CONSENTS

The following persons have given their written consent to be named in this prospectus and for the inclusion of statements. made by those persons (as described below), and have not withdrawn such consent before todgement of this prospectus. MA dilar

• a) ACM Corporate has consented to being named as Float Co-ordinator and has been involved in the preparation of this prospectus and the due difigence process.
• b) Continental Resource Management Pty Ltd has consented to being named as Independent Geologist to the Company and the inclusion of its Independent Geotogist's Report in this prospectus (in the form and context in which it appears).
• Smyth & Thomas has consented to being named in the form d. and context in which they appear.
• Somes & Cooke has consented to being named as Auditor $r$ & Independent Accountant to the Company and the inclusionof its Independent Accountant's Report in this prospectus (in the form and context in which it appears).
• McMahon Mining Title Services Pty Ltd has consented to el. being named as Tenement Consultant to the Company and the inclusion of its Report on Tenements in this prospectus (in the form and context in which it appears).

Other than as disclosed above, none of the abovementioned persons have been involved in the preparation, or authorised or caused the issue, of this prospectus. To the maximum extent permitted by law, each of the persons referred to above expressly. disclaims and takes no responsibility for any part of this prospectus other than as disclosed above.

EXPENSES OF THE OFFER

Assuming a raising of \$4 million pursuant to the Offer, it is estimated that the expenses of the Offer will comprise approximately \$25,000 in ASX listing fees, \$200,000 in capital raising lees and approximately \$175,000 in other Offer expenses. Additional or lesser capital raising fees (5%) will be incurred if a greater or fesser amount (respectively) is raised and ASX listing. fees will vary between \$20,000 and \$30,000.

RIGHTS ATTACHING TO SHARES AND CONSTITUTION

Att Shares being offered pursuant to this prospectus will be issued as fully paid ordinary shares in the capital of the Company. and will rank part passu with existing fully paid ordinary shares on issue. Further details as to the rights and liabilities attaching to the Shares are set out in the Constitution, which has been todged with ASIC.

The Constitution is deemed to be incorporated by reference. into this prospectus in accordance with section 712 of the Corporations Act. A copy of the Constitution can be obtained from the Company's registered office, at no cost, or from ASIC. The Constitution deals with such matters as transfer of shares, alterations of share capital, share buy-backs, disposal of less than a marketable parcel, variation of class rights, meetings of shareholders, polls, appointment and removal of directors, remuneration of directors and the Listing Rutes.

PIGHTS AT YACHING TO CONTRIBUTING SHARES Contributing Shares will rank pari passu with all Shares on issue. except that:

$\mathbf{a}$ each Contributing Share:

• i) will be issued at no cost;
• B) has an amount unpaid of 20 cents;
• (iii) carries the right to participate in new issues of securities to holders of Shares fexcent bonus issues! on the same basis as holders of Shares:
• iv) carries the right to participate in bonus issues of securities in the proportion which the amount paid (notcredited) bears to the total amounts paid and payable lexcluding amounts credited); and
• v) carries the right to vote in the proportion which the amount paid (not credited) bears to the total amounts. paid and payable (excluding amounts credited);
• b) the Company shall not make a call in respect of any amount unpaid on a Contribusing Share unless the day on which the call will be payable is on or after 5 years from the date on which the Company is admitted to the Official List:
• c) holders of Contribusing Shares have no obligation to meet a call made by the Company, however, non-payment of a call will result in the forfeiture of the relevant Contributing Shares;
• ďŁ holders of Contributing Shares are permitted to pay up the full amount remaining unpaid at any time (without the Company first being required to make a call), in which case the Contributing Share will become a Ifully paid) Share and will rank pari passu with all Shares on issue;
• el i if a holder of a Contributing Share tenders part of the amount remaining unpaid on the Contributing Share other than in satisfaction of a catt:
• $\mathbb{R}$ the rights attaching to the Contributing Share will not change (including the amounts paid and unpaid); and
• [B] the amount tendered will be returned; and
• if there is a re-organisation of the issued capital of the TE. Company (including, but not fimited to, a consolidation, subdivision, cancellation, reduction or return of capital):
• a). the number of Contributing Shares must be reorganised in the same proportion as all other classes. of shares on issue; and
• the re-organisation must not involve a cancellation or -a) reduction of the total amount payable and unpaid by holders of Contributing Shares.

CORPORATE GOVERNANCE POLICY

The Board monitors the business affairs of the Company on behalf of shareholders and has formally adopted a corporate governance policy that is designed to encourage the Board to focus its attention on a wide range of corporate issues. Such issues include remuneration and performance appraisal, management and employees, accountability, strategic planning, risk assessment and management, trading in the Company's securities by the Board and management, information disclosureand ethical conduct. The corporate governance policy was prepared in accordance with the TPrinciples of Good Corporate Governance and Best Practice Recommendations" released by the ASX Corporate Governance Council in March 2003, to the extent that it is consistent with the objectives and structure of the Company.

OMDEND POLICY

The Company does not yet have a dividend poticy. The Companycurrently has no intention to declare or distribute dividends. The payment of any future dividends will depend upon the future success of the Company's exploration, development and miningactivities, profitability and financial position.

NON-RESIDENTS

This prospectus only constitutes an offer of securities within Australia. Non-Residents should consult with their professional advisors as to whether any formatities need to be observed. (either by themselves or the Company) to enable them to subscribe for the Shares being offered pursuant to this prospectus within Australia. It is the responsibility of Non-Residents to obtain all necessary approvals so that they may legally subscribe for land be issued) Shares pursuant to the Offer. The return of a completed application form will be taken by the Company to constitute a representation and warranty by the applicant that it has received the Offer within Australia and that the Company may legally issue Shares to the applicant pursuant. to this prospectus.

GLOSSARY

ASIC

Australian Securities & Investments, Commission.

ASTC

ASX Settlement and Transfer Corporation Pty Limited (ABN 49-008-504-532).

ASX -

Australian Stock Exchange Limited (ABN 98 008 624 691).

Board

Beard of directors of the Company as constituted from time to time.

Bonus Issue

A ore rata benus issue of Shares and. Contributing Shares to Image. shareholders as at the Record Date on a 1:10 and 3:20 basis respectively.

Builfinch Project

Tenements E77/914, P77/3368, P77/3369, P77/3378, P77/3261 and M77/1857 in Western Australia (see Report on Tenements for further details). $\,$

CHESS

Clearing House Electronic Subregister System..

Company

Meteoric Resources NL (ABN 67-107,985 651.

Completion of the Offer

(and other similar phrases). The issue of Shares pursuant to the Offer,

Constitution

Constitution of the Company as amended from time to time.

Contributing Share

A partly paid ordinary share in the capital of the Company, the terms of which are set out in Additional Information - Rights Attaching to Contributing Shares.

Corporations Act

Corporations Act 2001

$\mathfrak{q}/\mathfrak{t}$ . Grams per tonne.

Image Resources NL (ABN 57-063-977 579).

Image Shares

Image

Fully paid ordinary share in the capital of Image.

Jabora Hill Project

.
Tenement E59/879 in Western Australia. (see Report on Tenements for further details).

Junction Lake Project

Tenement ELA28/1328 in Western Australia (see Report on Tenements for further details).

Listing Date

Date of commencement of official quotation of the Shares on ASX.

Listing Rules

Listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List, each as amended or replaced from time. to time, except to the extent of any express written waiver by ASX.

Meteoric Meteoric Resources NL (ABN 64-307-985 6531.

Moz -

Mittion ounces.

Murchison Range Project

Tenement EL10177 in Northern Territory (see Report on Tenements for further details).

Non-Residents

Persons domicited outside Augtratia. Offer-

Offer of between 15 million and 35 million Shares made under this prospectus.

Official List Official list of enlities that ASX has admitted and not removed.

Record Date

Date for determining participation in the Bonus Issue by Image shareholders, being 21 May 2004.

Ruby Well Project

Tenement ELA51/856 in Western Australia (see Report on Tenements for further details).

Seed Raising

The issue of Shares at 10 cents each prior. to Completion of the Offer to pay for the expenses of the Offer and other matters. relating to Meteoric.

Share

Fully paid ordinary share in the capital of the Company.

Tonnes.

Ŷ.

Ularring Project

Tenement ELA16/307 in Western Australia (see Reportion Tenements for further. details).

Warrego North Project

Tenements EL23764 and ELA24138 in the Northern Territory (see Report on Tenements for further details),

Wilthorpe Project

Tenements E52/1453, MLA52/807 and MLA52/808 in Western Australia (see Report on Tenements for further details).

$MST$

Western Standard Time, Perth, Western-Australia.

Please refer to Independent Geologist's Report - Glossary for additional definitions with respect to geological terms and abbreviations contained in this .
prospectus.

ALLEN MANAGER

Applicants should read this prospectus in its entirety before completing this application form. A person who gives to another person access to this application form must, at the same time and by the same means, give that person access to the prospectus.

NO OF SHARES APPLIED FOR			IDENTIFYING STAMP ONLY
$\label{eq:2.1} \mathcal{L}^{\text{M}}(\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\ot$ Charles APPLICATION MONIES AT 20 CENTS PER SHARE
WELLWARE GIVEN NAMES/COMPANY NAME ANDIDED TITLE		WWW.SURNAME/ACN
JOINT APPLICANTS OR ACCOUNT DESIGNATION (
POSTAL ADDRESS
. CITY/TOWN		STATE	1993 - Alexandria III e a consegue a consegue a consegue a consegue a consegue a consegue a consegue a consegue Consegue a consegue a consegue a consegue a consegue a consegue a consegue a consegue a consegue a consegue a POSTCODE
EMAIL ADDRESS
CONTACT NAME		DAYTIME CONTACT NO.
CHESS DETAILS PID	.	$\frac{1}{100}$	ma rti a
TAX FILE NO/EXEMPTION CATEGORY
DRAWER	de el el estat de l'altres de l'altres de l'altres. De l'altres de l'altres de l'altres de l'altres de l'altres de l'altres de l'altres de l'altres de l'altres d		.
计计划文字 医马里氏法染色色素			۰g

DECLARATION

By lodging this application form and a cheque for the application money the applicant hereby:

al applies for the number of Shares specified in the application form or such lesser number as may be allocated by the Board;

b) agrees to be bound by the Constitution of the Company;

d. authorises the Board to complete or amend this application form where necessary to correct any errors or omissions; and

d). declares that the prospectus has been received (in full) by the applicant and is fully understood and read in its entirety.

NOTES

• Enter the number of Shares you wish to apply for. .
  Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares. The m
• Enter the total amount of application monies payable. To calculate this amount, multiply the number of $\frac{1}{2}$ Shares you are applying for by the issue price for each. Share.
• Enter the full name(s) of all legal entities that are to be recorded as the registered holders.
• $\mathbb E$ nter the postal address (or all communications from $L_{\rm L}$ the Company. ...................................
• $5.$ $\degree$ Enter the name and telephone number of the person-.
  Who should be contacted if there are any questions... with respect to this application form. There
• $\langle \delta \rangle \cong \mathbb{N}$ you are CHESS sponsored, enter your Participant . Identification Number (PID) and Holder Identification Number (HIN) in the CHESS HIN box, otherwise leave .
  Itils box blank and a Shareholder Reference Number [SRN] will be allocated to you on issue. Then
• $.7.7$ Enter the tax file number[s] of the applicant[s] - this is م میں ایک ایک پیدا ہوا۔
  موجود میں ایک پیدا ہوا جاتا ہے not mandatory.
• 1. "Unless otherwise agreed by the Company, payment in must be made to "Meteoric Resources NL" by cheque, .
     Idrawn or payable on a bank within Australia, crossed "Not Negotiable" and be in Australian dollars. Receipt of payment will not be acknowledged. [16]
• $[9, 1.1]$ This application form does not need to be signed. $\mathbb P$ Return of this application form with the required application monies will constitute a valid application. for that number of Shares stated on this form. [1]

If you have received an application form without a complete and unattered copy of this prospectus, please contact the $\oplus$ .
Company who will send you, free of charge, either a printed. or an electronic version of this prospectus (or both).

Please note that if an application form is not completed correctly, or if the accompanying payment is for the wrongamount, it may still be accepted. Any decision of the Board J as to whether to accept an application form, and how to it construe, amend or complete it, shall be final. An intern application form will not be treated as having offered to subscribe for more Shares than is indicated by the amount. of the accompanying cheque. The

Please deliver the completed application form - $\mathbb{E}[\mathsf{accomparallel}|\mathsf{by}|\mathsf{a}|]$ cheque for the application monies) at $\sim$ any time prior to the closing date to the Company's registered office: $\label{eq:1} \begin{aligned} \mathcal{D}{\mathcal{G}{\mathcal{M}{\mathcal{G}}}}(x) &\leq \mathcal{L}{\mathcal{G}{\mathcal{M}{\mathcal{G}}}}(x) \end{aligned}$

$Post \subset$

Delivery: Washington

Level 2, 35 Outram Street 1 LPO Box 963 -West Perth WA 6005 ¹¹ West Parth WA 6872

Please telephone the Company's Share Registry on (08) 9315 0933 if you have any questions with respect to this application form. Applications are for Shares as detailed in the prospectus dated 18 May 2004, which expires 13 $\scriptstyle\odot$ -goodhs after that date. $\mathbb{H}$

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Application forms must be in the name(s) of a natural $\sim$ person(s), companies or other legal entities acceptable to the Company. At least one full name and a surname is [8]. required for each natural person. Application forms cannot be completed by persons under 18 years of age. Examples, of the correct form of registrable title are set out below. -

	and the contract of the contract of the second second second second second second second second second second s
TYPE OF INVESTOR	CORRECT FORM OF REGISTRABLE TITLE
Trusts	Mr John David Brown < John David Brown A/C>
Contract Deceased Estates	Mr John David Brown < Est John David Brown A/C>
SALE Partnerships	Mr John David Brown and Mr Michael James Brown
The project Clubs/Unincorporated Bodies	Mr John David Brown
ithe and a back and a back of a short and a back of a short and a back of a back of a short and a back of a	The China property and a series are a series and a series are a series John Brown «Super Fund A/C»

ALLEN MANAGER

Applicants should read this prospectus in its entirety before completing this application form. A person who gives to another person access to this application form must, at the same time and by the same means, give that person access to the prospectus.

NO OF SHARES APPLIED FOR			IDENTIFYING STAMP ONLY
$\label{eq:2.1} \mathcal{L}^{\text{M}}(\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\otimes\mathbf{S}{\text{M}}^{\text{M}}\ot$ Charles APPLICATION MONIES AT 20 CENTS PER SHARE
WELLWARE GIVEN NAMES/COMPANY NAME ANDIDED TITLE		WWW.SURNAME/ACN
JOINT APPLICANTS OR ACCOUNT DESIGNATION (
POSTAL ADDRESS . CITY/TOWN		STATE	1993 - Alexandria III e a consegue a consegue a consegue a consegue a consegue a consegue a consegue a consegue Consegue a consegue a consegue a consegue a consegue a consegue a consegue a consegue a consegue a consegue a POSTCODE
EMAIL ADDRESS
CONTACT NAME			DAYTIME CONTACT NO.
. CHESS DETAILS PID		$\frac{1}{100}$	ma rti a
TAX FILE NO/EXEMPTION CATEGORY
DRAWER	de el el estat de l'altres de l'altres de l'altres. De l'altres de l'altres de l'altres de l'altres de l'altres de l'altres de l'altres de l'altres de l'altres d		.
计计划文字 医马里氏法染色色素			۰g

DECLARATION

By lodging this application form and a cheque for the application money the applicant hereby:

al applies for the number of Shares specified in the application form or such lesser number as may be allocated by the Board;

b) agrees to be bound by the Constitution of the Company;

d. authorises the Board to complete or amend this application form where necessary to correct any errors or omissions; and

d). declares that the prospectus has been received (in full) by the applicant and is fully understood and read in its entirety.

NOTES

• Enter the number of Shares you wish to apply for. .
  Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares. There
• Enter the total amount of application monies payable. To calculate this amount, multiply the number of $\frac{1}{2}$ Shares you are applying for by the issue price for each. Share.
• Enter the full name(s) of all legal entities that are to be recorded as the registered holders.
• $\mathbb E$ nter the postal address (or all communications from $L_{\rm L}$ the Company. ...................................
• $5.$ $\degree$ Enter the name and telephone number of the person-.
  Who should be contacted if there are any questions... with respect to this application form. There
• $\langle \delta \rangle \cong \mathbb{N}$ you are CHESS sponsored, enter your Participant . Identification Number (PID) and Holder Identification Number (HIN) in the CHESS HIN box, otherwise leave .
  Itils box blank and a Shareholder Reference Number [SRN] will be allocated to you on issue. Then
• $.7.7$ Enter the tax file number[s] of the applicant[s] - this is م میں ایک ایک پیدا ہوا۔
  موجود میں ایک پیدا ہوا جاتا ہے not mandatory.
• 1. "Unless otherwise agreed by the Company, payment in must be made to "Meteoric Resources NL" by cheque, .
     Idrawn or payable on a bank within Australia, crossed "Not Negotiable" and be in Australian dollars. Receipt of payment will not be acknowledged. [16]
• $[9, 1.1]$ This application form does not need to be signed. $\mathbb P$ Return of this application form with the required application monies will constitute a valid application. for that number of Shares stated on this form. [1]

If you have received an application form without a complete and unattered copy of this prospectus, please contact the $\oplus$ .
Company who will send you, free of charge, either a printed. or an electronic version of this prospectus (or both).

Please note that if an application form is not completed correctly, or if the accompanying payment is for the wrongamount, it may still be accepted. Any decision of the Board J as to whether to accept an application form, and how to it construe, amend or complete it, shall be final. An intern application form will not be treated as having offered to subscribe for more Shares than is indicated by the amount. of the accompanying cheque. The

Please deliver the completed application form - $\mathbb{E}[\mathsf{accomparallel}|\mathsf{by}|\mathsf{a}|]$ cheque for the application monies) at $\sim$ any time prior to the closing date to the Company's registered office: $\label{eq:1} \begin{aligned} \mathcal{D}{\mathcal{G}{\mathcal{M}{\mathcal{G}}}}(x) &\leq \mathcal{L}{\mathcal{G}{\mathcal{M}{\mathcal{G}}}}(x) \end{aligned}$

$Post \subset$

Delivery: Washington

Level 2, 35 Outram Street 1 LPO Box 963 -West Perth WA 6005 ¹¹ West Parth WA 6872

Please telephone the Company's Share Registry on (08) 9315 0933 if you have any questions with respect to this application form. Applications are for Shares as detailed in the prospectus dated 18 May 2004, which expires 13 $\scriptstyle\odot$ -goodhs after that date. $\mathbb{H}$

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Application forms must be in the name(s) of a natural $\sim$ person(s), companies or other legal entities acceptable to the Company. At least one full name and a surname is [8]. required for each natural person. Application forms cannot be completed by persons under 18 years of age. Examples, of the correct form of registrable title are set out below. -

	and the contract of the contract of the second second second second second second second second second second s
TYPE OF INVESTOR	CORRECT FORM OF REGISTRABLE TITLE
Trusts	Mr John David Brown < John David Brown A/C>
Contract Deceased Estates	Mr John David Brown < Est John David Brown A/C>
SALE Partnerships	Mr John David Brown and Mr Michael James Brown
The project Clubs/Unincorporated Bodies	Mr John David Brown
ithe and a back and a back of a short and a back of a short and a back of a back of a short and a back of a	The China property and a series are a series and a series are a series John Brown «Super Fund A/C»