ORCODA LIMITED — Capital/Financing Update 2004

Nov 2, 2004

Sm@rtTrans HOLDINGS LIMITED

2 November 2004

Manager of Company Announcements Australian Stock Exchange Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By E-Lodgement

SMARTTRANS HOLDINGS LIMITED - APPENDIX 3B

Please find attached an Appendix 3b in respect of the issue of up to 190,957,302 New Shares at an issue price of 1.1 cents per Share, on the basis of one New Share and one Option for every share held at 11 November 2004.

Please advise if you require any further information.

For and on behalf of the Board

James Laurie Director

SmartTrans Holdings Limited ABN 86 009 065 650 PO Box 334 Leederville WA 6903 Ph: 08 9228 1199 Fax: 08 9228 2299

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

SMARTTRANS HOLDINGS LIMITED

ABN

86 009 065 650

We (the entity) give ASX the following information.

Part 1 - All issues

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

L	+ Class of + securities issued or to be issued	Ordinary Shares and Options
2	Number of + securities issued or to be issued (if known) or maximum number which may be issued	$\left \right $ up to 190,957 302 Ordinary Shares up to 190,957,302 Options 2)
3	Principal terms of the "securities (eg. if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates payment; if + convertible for securities, the conversion price and dates for conversion)	-1) Fully paid Ordinary Shares 2) Options exercisable at 1.1 cents each on or before the first anniversary of their date of issue.

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	Ordinary Shares - Yes $\mathbf{I}$ 2) Options - Form a new class of securities
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, case of (in the $a -$ trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	1.1 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Working Capital for Provision of Loans to Subsidiary, Administration, Exploration and New Business Development
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	16 December 2004
		Number + Class
8	Number class and of яĦ securities quoted on ASX (including the securities in clause 2 if applicable)	381,914,604 Ordinary shares

⁺ See chapter 19 for defined terms.

ŋ, Number and ⁺class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

	Number	+ Class
Ï	190,957,302	Options
ζ
Ì.

Dividend policy (in the case of a $\lceil$ $\Box$ trust, distribution policy) on the increased capital (interests)

Pari passu with other Ordinary Shares

Part 2 - Bonus issue or pro rata issue

• $\mathbf{H}$ $\overline{\text{ls}}$ security holder approval No required? Is the issue renounceable or non- $12$ Non-renounceable renounceable? Ratio in which the *securities will $\vert 3 \vert$ $1:1$ be offered
• $\overline{14}$ ⁺Class of ⁺securities to which the Ordinary Shares offer relates
• $\overline{5}$ *Record date determine to entitlements

11 November 2004

Yes

• Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in $17$ $N/A$ relation to fractions
• $18$ Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rufe 7.7.

• 19 Closing date for receipt acceptances or renunciations
• United Kingdom, Singapore, Hong Kong, USA, Malaysia, Germany, Canada, United Arab Emirates, Brunei Darussalam, France, India, Panama, Thailand, Turkey, Taiwan, Vanuatu
• of 8 December 2004

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters	Dymocks Securities Pty Ltd
21
	Amount of any underwriting fee or commission	\$84,000
22.	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the	N/A
	broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances	N/A
	renunciations on behalf of 0ľ *security holders
25	the issue is contingent ΙfΓ on	N/A
	*security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product	17 November 2004
	Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and	N/A
	the terms entitle option holders to
	participate on exercise, the date on which notices will be sent to option
	holders
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if $N/A$ applicable)
30	How do "security holders sell their	N/A
	entitlements in full through $\mathbf{a}$
	broker?
31	How do *security holders sell part	N/A
	of their entitlements through a
	broker and accept for the balance?

⁺ See chapter 19 for defined terms.

32 How do "security holders dispose of $N/A$ their entitlements (except by sale through a broker)?

33 *Despatch date

16 November 2004

Part 3 - Quotation of securities

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

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

All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

36	If the *secu

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

37

A copy of any trust deed for the additional "securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

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

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

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

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

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

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

	Number	*Class
s,
ĭ

⁺ See chapter 19 for defined terms.

Quotation agreement

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

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ...................................... (Director/Company secretary)

Print name: .......................................

---

⁺ See chapter 19 for defined terms.

SMARTTRANS HOLDINGS LIMITED ACN 009 065 650

PROSPECTUS

FOR A NON-RENOUNCEABLE RIGHTS ISSUE

of up to 190,957,302 New Shares and Options at an issue price of 1.1 cents per Share, on the basis of one New Share and one Option for every Share held at the Record Date, to raise up to \$2.1 million (before expenses).

The Rights Issue closes at 5.00pm (Western Standard Time) on 8 December 2004.

The Rights Issue is fully underwritten, subject to certain terms and conditions, by Dymocks Securities Pty Ltd (ACN 077 162 522), an entity controlled (within the meaning of the Corporations Act) by Mr John P C Forsyth, Chairman of the Company, and of which Mr Andrew Forsyth, a Director of the Company, is a director.

THIS DOCUMENT IS IMPORTANT

If you do not fully understand it, or are in doubt as to how to deal with it, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

An investment in SmartTrans Holdings Limited should be considered speculative.

SMARTTRANS HOLDINGS LIMITED ACN 009 065 650

PROSPECTUS

CONTENTS

Page No.

Important Notes	1
Corporate Directory	3
Letter from Director	4
Details of the Issue	5
Purpose and Effect of the Issue	9
Action required by Eligible Shareholders in Relation to the Issue	12 2
General Risks Associated with Investing in New Shares	13
Additional Information	14
Glossary	25
Directors' Consents	26

PROPOSED TIMETABLE

Announcement of Rights Issue	2 November 2004
Prospectus lodged with ASIC & ASX	2 November 2004
Application to ASX for official quotation of New	2 November 2004
Shares
Record Date to determine Entitlements	11 November 2004
Despatch of Prospectus and Entitlement and 17 November 2004
Acceptance Form
Closing Date	8 December 2004
Proposed date for issue of New Shares and 16 December 2004
despatch of holding statements

All dates (other than the date of the announcement of the Rights Issue and the date of lodgement of the Prospectus with ASIC) are indicative only. The Directors reserve the right to extend the Closing Date, subject to the Listing Rules, without further notice. A change to the Closing Date may cause other dates to change.

IMPORTANT NOTES

This Prospectus is dated 2 November 2004 and a copy was lodged with ASIC on that date. ASIC and ASX take no responsibility for the content of this Prospectus.

No securities will be allotted or issued on the basis of this Prospectus after 2 December 2005.

Application will be made to ASX within 7 days after the date of issue of this Prospectus for official Quotation of the New Shares the subject of the Prospectus. No application for quotation of the Options will be made.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained, or incorporated by reference, may not be relied on as having been authorised by the Company.

Before deciding whether to participate in the Offer, you should read and understand the entire Prospectus. This Prospectus does not take into account the investment objectives, financial situation and particular needs of any Shareholder or any other person. You should not rely on this Prospectus as the sole basis for any investment decision in relation to New Shares or any other securities. You should seek independent financial and taxation advice before making any investment decision in relation to New Shares or any other securities.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the New Shares, or to otherwise permit a public offering of the New Shares, outside Australia and New Zealand. The New Shares may not be offered in a jurisdiction outside Australia and New Zealand where such an offer is not made in accordance with the laws of that jurisdiction.

The New Shares have not been and will not be, registered under the US Securities Act or the securities laws of any state of the United States. Accordingly the New Shares may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, a US person, except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws.

This Prospectus is neither an offer to sell nor a solicitation of an offer to buy securities as those terms are defined under the US Securities Act. The Offer is not being made to US persons or persons in the United States.

Certain words and terms used in this Prospectus have defined meanings, which appear in the Glossary.

This Prospectus is a "transaction-specific" prospectus issued under section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. The Prospectus is therefore intended to be read in conjunction with the publicly-available information in relation to SmartTrans which has been notified to the ASX; it does not include all information that would be included in a prospectus for an initial offering of securities in a company that is not already listed on the ASX. Accordingly, Eligible Shareholders and other prospective investors should also have regard to other publicly-available information in relation to SmartTrans before deciding whether to apply for New Shares under this Prospectus.

CORPORATE DIRECTORY

DIRECTORS:	John P C Forsyth - Chairman James Laurie - Executive Director Andrew Forsyth - Non Executive Director
COMPANY SECRETARY:	John Millard
REGISTERED OFFICE:	Suite 3, First Floor 614 Newcastle Street Leederville WA 6007
TELEPHONE:	$(08)$ 9228 1199
FACSIMILE:	$(08)$ 9228 2299
WEBSITE:	www.smarttrans.com.au
LEGAL ADVISERS:	Fearis Salter Power Shervington* 52 Ord Street West Perth 6005 Western Australia
AUDITORS:	RSM Bird Cameron Partners 8 St George's Terrace Perth 6000 Western Australia
UNDERWRITER:	Dymocks Securities Pty Ltd (ACN 077 162 522) 424-428 George Street Sydney 2000 New South Wales
SHARE REGISTRY:	Computershare Investor Services Pty Ltd * Level 2, Reserve Bank Building 45 St Georges Terrace Perth 6000 Western Australia

* These entities are not responsible for any statements in this Prospectus and their names appear above for information purposes only.

$\mathbf{1}$ . LETTER FROM DIRECTOR

Dear Shareholder

The Board is pleased to offer Shareholders the opportunity to participate in a prorata 1 for 1 non-renounceable rights issue of New Shares and Options, on the terms set out in this Prospectus.

All Shareholders registered as at 5:00pm WST on 11 November, 2004 are entitled to participate in the Rights Issue.

The closing date for acceptances is 5:00pm WST on 8 December 2004.

The Company will apply to ASX for Official Quotation of the New Shares. The Company will not apply for Official Quotation of the Options.

I am pleased to advise that all Directors have agreed to take up their full Entitlements and that the issue will be underwritten by Dymocks Securities Pty Ltd.

The climate for small companies in the mining, exploration and information technology industries has been quite difficult over the last few years but has improved somewhat in more recent times.

The Company's strategy of conserving funds and joint venturing its exploration projects appears to be succeeding and the Company is benefiting from the improved exploration climate. In addition, the Company's subsidiary, SmartTrans Limited, is benefiting from the growing acceptance by the transport industry of its vehicle route optimization technology. Revenue in SmartTrans Limited has increased from \$169,877 in 2002-2003 to \$642,166 in 2003-2004 and that company has budgeted to produce a small profit for the year to 30 June 2005.

Exploration joint ventures in the Marlborough Project (gold and copper) are proceeding well and major mining houses are showing increasing interest in the company's Base Metals Project (zinc, lead and silver).

The Board feels that the Company is now well placed to move forward and not only thanks you for your support in the past but looks forward to your continued support in the future.

Yours sincerely James Laurie Director

$2¹$ DETAILS OF THE ISSUE

$2.1$ The Rights Issue

Under this Prospectus, the Company is making a non-renounceable offer to Eligible Shareholders on the basis of one New Share and one attaching Option for every Share held on the Record Date at an issue price of 1.1 cents per Share.

The New Shares will rank equally in all respects with existing Shares on issue. A summary of the rights and liabilities attaching to the New Shares is set out in Section 6.1 of this Prospectus.

A summary of the terms and conditions attaching to the Options is set out in Section 6.2 of this Prospectus. There are currently no options on issue.

Based on the capital structure of the Company at the date of this Prospectus, up to 190,957,302 New Shares and up to 190,957,302 Options will be offered pursuant to Assuming full subscription, the proceeds from the Issue will be the Issue. approximately \$2.1 million (before expenses of the Issue).

$2.2$ Shareholder Entitlement under Rights Issue

The number of New Shares for which an Eligible Shareholder is entitled to subscribe under the Rights Offer is set out in the Entitlement and Acceptance Form which accompanies this Prospectus.

Eligible Shareholders may accept their Entitlement to subscribe for New Shares in whole or in part. If Eligible Shareholders decide not to accept their Entitlement by the Closing Date, their Entitlement will lapse.

It is important that you consider the Rights Offer carefully. If you decide to accept your Entitlement (either in whole or in part), you must do so in accordance with the instructions set out on the accompanying Entitlement and Acceptance Form and this Prospectus. If you are in doubt as to the course of action you should or may take, you should consult your professional adviser.

As this Rights Offer is non-renounceable, Eligible Shareholders may not sell or transfer any part of their Entitlements.

$2.3$ Opening and Closing Dates

The Offer will open on the Opening Date and will close on the Closing Date. The Company reserves the right to extend the Closing Date without prior notice. Eligible Shareholders are therefore encouraged to submit their applications as soon as possible.

$2.4$ Quotation of New Shares

Application will be made for official quotation by ASX of the New Shares the subject of this Prospectus within 7 days after the date of the issue of this Prospectus. If approval is not granted by ASX before the expiration of three months after the date of issue of this Prospectus, the Company will not allot or issue any New Shares or Options pursuant to the Prospectus and all application monies received by the

Company will be returned.

No application for quotation of the Options will be made.

$2.5$ Issue of New Shares

New Shares and Options issued pursuant to duly completed Entitlement and Acceptance Forms will be allotted not later than 15 Business Days after the Closing Date. However, no New Shares or Options will be issued until the proceeds of the Issue have been received and permission has been granted by ASX for quotation of the New Shares on ASX.

Pending the issue of the New Shares and Options pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on such bank account and each Applicant waives the right to claim any such interest.

A completed and lodged Entitlement and Acceptance Form with a cheque for the application monies, constitutes a binding and irrevocable application for the number of New Shares specified in the Form. The Form does not need to be signed to be a binding application.

$2.6$ Excluded Shareholders

SmartTrans has determined that it is unreasonable to make the Offer to Shareholders who have a registered address in a country outside of Australia or New Zealand having regard to the number of Shareholders in such places, the number and value of the New Shares they would be offered and the substantial costs of complying with the legal and regulatory requirements of those jurisdictions.

This Prospectus is accordingly being sent to those Shareholders ("Excluded Shareholders") for information purposes only. This Prospectus does not constitute an offer to Excluded Shareholders.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Shareholders holding Shares on behalf of persons who are resident outside Australia or New Zealand are responsible for ensuring that taking up their Rights does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will constitute a representation that there has been no breach of such regulations.

$2.7$ New Zealand Shareholders

New Zealand Shareholders should note that:

• investing in securities of an Australian issuer carries with it a currency $\bullet$ exchange risk;
• the financial reporting requirements applying in New Zealand and those ۰ applying to SmartTrans may be different, so SmartTrans's financial reports may not be compatible in all respects with financial statements prepared in

accordance with New Zealand law:

• SmartTrans may not be subject in all respects to New Zealand law; ٠
• the contract under which the New Shares will be issued may not be enforceable in New Zealand courts:
• the Rights Offer is being made in New Zealand in accordance with the applicable provisions of the Securities Act 1978 (NZ) and the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ), by virtue of which this Prospectus is not required to be registered, and no investment statement is required, in New Zealand. This Prospectus may not contain all the information that a New Zealand registered prospectus is required to contain: and
• it is not a condition of the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ) that SmartTrans be listed on the NZSX. New Zealand resident investors may not have access to information concerning SmartTrans in the same way as Australian resident investors have through ASX.

2.8 Underwriting

The Rights Issue is fully underwritten by Dymocks Securities Pty Ltd, a Company which is controlled (within the meaning of the Corporations Act) by Mr John P C Forsyth, the Chairman of the Company and of which Mr Andrew Forsyth, a Director of the Company, is a director. The Underwriter may terminate its underwriting obligations in the circumstances summarised in Section 6.3 of this Prospectus.

Any Entitlements not accepted by Eligible Shareholders will revert to the Underwriter.

Dymocks Securities Pty Ltd and its associates (including Mr John P C Forsyth) currently have a relevant interest in 63,780,486 Shares and therefore have a Voting Power in the Company of 33.4%. Dymocks Securities Pty Ltd's Voting Power will increase if the Rights Issue is not fully subscribed and Dymocks Securities Pty Ltd is required to take up Shares in fulfilment of its underwriting commitment. The table below illustrates the effect that the Rights Issue will have on the Underwriter's Voting Power in the Company assuming:

• the Directors and their associates take up all of their respective Entitlements $(a)$ pursuant to the Rights Issue;
• subscription rates of 40%, 60%, 80% and 100% respectively in relation to $(b)$ the Offer; and
• that the maximum number of Shares capable of being offered under this $(c)$ Prospectus are issued:

SMARTTRANS HOLDINGS LIMITED ACN 009 065 650
PROSPECTUS of Shares Total No of Shares Voting оf No. Power
Subscription Rate	Subscribed bγ Underwriter	Held by Underwriter and Associates	Underwriter
40%	178,354,867	242.135.353	63.4%
60%	140, 163, 407	203.943.893	53.4%
80%	101,971,946	165,752,432	43.4%
100%	63,780,486	63.780.486	33.4%

2.9 Minimum Subscription

There is no minimum subscription to the Issue.

$2.10$ Expenses of the Issue

The estimated expenses of the Issue are as follows:

Expenses of the Issue
Legal Fees	10,500
ASIC Lodgement Fee	2,000
ASX Quotation Fee	17,000
Underwriting Fee and Expenses	84,000
Printing and Mailing	4,000
Accountancy Fees	1,500
Total:	119,000

$2.11$ Risks Associated with Investing in New Shares

There are a number of risk factors, both specific to SmartTrans and of a general nature, which may affect SmartTrans's future operating and financial performance, and the value of an investment in New Shares. The risks of a general nature only are described in Section 5 of this Prospectus.

Prior to making an investment decision, you should carefully consider all risk factors including but not limited to the risks of investing generally, as described in section 5, as well as other information contained in this Prospectus.

There are also specific risks related to an investment in SmartTrans and Shareholders should satisfy themselves in relation to these risks having regard to the Company's announcements and reports lodged with ASX.

$3₁$ PURPOSE AND EFFECT OF THE ISSUE

$3.1$ Purpose of the Issue

The purpose of the Issue is to raise funds for the following items of expenditure:

• $(a)$ Costs of the Issue.
• $(b)$ Provision for Loans to Subsidiary
• $(c)$ Administration for the two years following the issue of this Prospectus:
• $(i)$ Accounting and Audit:
• $(ii)$ Directors Fees:
• $(iii)$ General Expenses;
• $(iv)$ Insurance:
• $(v)$ Salaries and Wages;
• $(v_i)$ Share Registry Costs:
• $(vii)$ Office Costs and Expenses.
• $(d)$ Exploration for the two years following the issue of this Prospectus.
• South Connors Arch Project $(i)$
• $(ii)$ Marlborough Fault Project
• New Business Development for the two years following the issue of this $(e)$ Prospectus.
• $(i)$ Exploration Project Generation
• $(ii)$ New products research and development for the transport industry
• Development and expansion of markets in the transport industry $(iii)$

$3.2$ Intended Use of Funds

It is anticipated that the amount to be raised by the Issue (being approximately \$2.1 million), will be expended in the following manner:

Cost of the Issue	\$119,000
Provision for Loans to Subsidiary	\$74,000
Administration	\$1,150,000
Exploration	\$500,000
New Business Development	\$257,000
Total	\$2,100,000

In the event that the Underwriting Agreement is terminated and the Offer is not fully subscribed, the funds raised (assuming subscription rates of 80%, 60% and 40% respectively of the maximum number of New Shares to be offered under this Prospectus) would be as follows:

	Subscription Rate (%)
Expense Item	80%	60%	40%
Cost of the Issue	\$119,000	\$119,000	\$119,000
Provision for Loans to Subsidiary	\$74,000	\$74,000	\$74,000
Administration	\$1,150,000	\$1,067,000	\$647,000
Exploration	\$337,000	Nil	Nil
New Business Development	Nil	Nil	Nil
Total	\$1,680,000	\$1,260,000	\$840,000

In the event that the proportion of funds raised is less than 60% of the maximum number of New Shares capable of being issued under this Prospectus, the amount to be expended on Administration would be reduced proportionately. In the event that the proportion of funds raised was less than 80% but greater than 60% of the maximum number of New Shares capable of being issued under this Prospectus. the amount to be expended on Exploration would be reduced proportionately.

$3.3$ Effect of the Issue on the Company

Capital Structure $(a)$

Assuming that the maximum number of Shares capable of being offered under this Prospectus are issued, the effect of the Issue on the Company's capital structure will be as follows:

Number of Shares currently on Issue	190,957,302
Number of Shares to be issued under Prospectus 190,957,302
Total number of Shares on issue following 381,914,604 completion of the Offer under the Prospectus
Total number of Options on issue following 190,957,302

completion of the Offer under the Prospectus

Proforma Statement of Financial Position $(b)$

The Issue will have an effect on the Company's Statement of Financial Position. The audited consolidated Statement of Financial Position of the Company and its controlled entities as at 30 June 2004, and the unaudited proforma consolidated Statement of Financial Position of the Company and

SMARTTRANS HOLDINGS LIMITED ACN 009 065 650

PROSPECTUS

its controlled entities assuming the Issue had been completed on 30 June 2004, are set out below.

The proforma consolidated statement of financial position has been prepared by adjusting the audited statement of financial position as at 30 June 2004 to reflect the financial effect of the following transactions as if they had occurred at 30 June 2004:

• Issue of 190,957,302 shares at 1.1 cents each raising \$2,100,531; and $\mathbf{i}$
• ii) Expenses of t he issue of \$119,000.

	Audited	Unaudited Proforma
	30 June 2004	30 June 2004
	\$	S
Current Assets
Cash assets	1,096,405	3,077,936
Receivables	128,208	128,208
Other	1,714	1,714
Total Current Assets	1,226,327	3,207,858
Non-Current Assets
Receivables	48,526	48,526
Other financial assets	36,379	36,379
Property, plant & equipment	679,323	679,323
Exploration, evaluation & development costs	4,508,970	4,508,970
Total Non-Current Assets	5,273,198	5,273,198
TOTAL ASSETS	6,499,525	8,481,056
Current Liabilities
Payables	292,765	292,765
Interest bearing liabilities	2,052	2,052
Provisions	150,579	150,579
TOTAL LIABILITIES	445,396	445,396
NET ASSETS	6,054,129	8,035,660
Equity
Contributing equity	49,130,498	51,112,029
Accumulated losses	(43,076,369)	(43,076,369)
Parent entity interest	6,054,129	8,035,660
Outside equity interest
TOTAL EQUITY	6,054,129	8,035,660

Contributed Equity

Issued and paid up capital

		Audited	Unaudited Proforma
		30 June 2004	30 June 2004
Number οf shares		\$	S
190,957,302	As at 30 June 2004	49,130,498	49,130,498
	190,957,302 Shares issued		2,100,531
	Expenses of issue		(119,000)
381,914,604		49,130,498	51,112,029

$(c)$ Statement of Financial Performance

The Issue will have no immediate effect on the Company's Statement of Financial Performance other than the expenses of the Issue (see Section 2.10 of this Prospectus) and interest earned on the amount raised by the Issue.

4. ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS IN RELATION TO THE RIGHTS ISSUE

$4.1$ What you may do

The number of New Shares to which you are entitled under the Rights Issue is shown on the accompanying Entitlement and Acceptance Form. You may:

• ⋟ take up your Entitlement in full:
• ⋟ take up part of your Entitlement; or
• ⋟ allow your Entitlement to lapse.

If you wish to take up all of your Entitlement $(a)$

Complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out in the Form. Forward your completed Form, together with your cheque or bank draft for the amount shown on the Form to reach SmartTrans's share registry, Computershare Investor Services Pty Ltd, Level 2, 45 St Georges Terrace, Perth, Western Australia, no later than 5.00pm (Western Standard Time) on 8 December 2004.

If you wish to take up part of your Entitlement $(b)$

Complete the accompanying Entitlement and Acceptance Form in respect of the number of New Shares you wish to take up and forward the Form, together with your cheque or bank draft for the requisite amount (being the number of New Shares you wish to take up x \$0.011) to reach SmartTrans's share registry, Computershare Investor Services Pty Ltd, Level 2, 45 St Georges Terrace, Perth, Western Australia, no later than 5.00pm (Western Standard Time) on 8 December 2004.

$(c)$ If you do not wish to take up your Entitlement

If you decide not to subscribe for all or part of your Entitlement, those Rights will lapse.

Cheques and bank drafts must be made payable to "SmartTrans Holdings Limited", denominated in Australian dollars, and crossed "not negotiable".

$4.2$ Enquiries

For further information please contact SmartTrans's share registry at:

Computershare Investor Services Pty Ltd Level₂ 45 St Georges Terrace Perth WA 6000 Telephone: (08) 9323 2000 Facsimile: (08) 9323 2033

SMARTTRANS HOLDINGS LIMITED ACN 009 065 650 PROSPECTUS RISKS ASSOCIATED WITH INVESTING IN NEW SHARES

5.

There are a number of risk factors that could potentially impact upon the future operating and financial performance of SmartTrans. These risks are both specific to SmartTrans and also relate to the general business and economic climate. Eligible Shareholders should carefully consider these risk factors before making a decision whether to apply for New Shares. If in any doubt, investors should seek advice from their stockbroker, accountant, financial planner or other professional adviser before deciding to invest.

$5.1$ General Risks Associated with Investing in Shares

General risk factors that may impact adversely on SmartTrans, its performance and share price, include:

• economic conditions in Australia and globally;
• changes in Australian fiscal, monetary and regulatory policies;
• local and international stock market conditions:
• a range of operational risks; and ۰
• major world events, including the impact of war and terrorist attacks.

Investors should recognise that the price of SmartTrans's Shares may fall as well as rise.

There are also specific risks related to an investment in SmartTrans and Shareholders should satisfy themselves in relation to these risks having regard to the Company's announcements and reports lodged with ASX.

6. ADDITIONAL INFORMATION

$6.1$ Rights and liabilities attaching to the New Shares

The New Shares the subject of this Prospectus will rank equally in all respects with the Company's fully paid ordinary shares currently on issue.

The following is a summary of the rights and liabilities which attach to the Company's existing fully paid ordinary shares.

$(a)$ Voting Rights

Subject to any special rights or restrictions for the time being attached to any class or classes of Shares in the Company (at present there are none), at a general meeting every Shareholder present in person or by proxy, attorney or representative will have on a show of hands one vote and, on a poll, one vote for each Share held.

$(b)$ General Meetings

Each Shareholder is entitled to receive notice of, and to attend and vote at. general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Company's Constitution, the Corporations Act or the Listing Rules.

$(c)$ Dividend Rights

Subject to the rights of holders of any Shares created or raised under any special arrangement as to dividends (at present there are none), any dividend as declared shall be payable on all Shares in proportion to the amount of capital for the time being paid up in respect of such Shares.

$(d)$ Rights on Winding-up

Subject to the rights of holders of Shares with special rights in a winding-up (at present there are none), on a winding-up of the Company all monies and property that are to be legally distributed among holders of Shares will be distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid-up on those Shares.

Transfer of Shares $(e)$

Subject to the Company's Constitution, the Corporations Act and the SCH Business Rules, and subject to any restrictions applicable to Shares which have been designated by ASX as "restricted securities" (at present there are none), Shares are freely transferable.

$(f)$ Future Increases in Capital

The allotment and issue of Shares is under the control of the Directors. Subject to the restrictions on the allotment of shares to Directors or their associates, the Listing Rules, the Constitution of the Company and the Corporations Act, the Directors may allot or otherwise dispose of Shares on

such terms and conditions as they see fit.

$(g)$ Variation of Rights

At present, the Company only has ordinary shares on issue. If shares of another class were issued, the rights and privileges attaching to ordinary shares could be altered with the approval of a resolution passed at a separate general meeting of the holders of ordinary shares. Such approval will be obtained if the holders of a three-quarters' majority in nominal amount of the issued ordinary shares vote in favour of the alteration at that meeting or the written consent of the holders of at least a three-quarters' majority in nominal amount of the issued ordinary shares.

$6.2$ Terms and Conditions of Options

• $(a)$ Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary share in the Company.
• $(b)$ The Options are exercisable at 1.1 cents each.
• The Options will expire on first anniversary of their date of issue (the Expiry $(c)$ Date).
• $(d)$ The Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the Company accompanied by payment of the exercise price.
• The Options are freely transferable but no Application will be made to the $(e)$ ASX for Official Quotation of the Options.
• $(f)$ All shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then existing fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.
• There are no participating rights or entitlements inherent in the Options and $(g)$ holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the Expiry Date the Company makes an issue of new shares to the holders of ordinary shares, the Company will send a notice to each holder of Options at least nine business days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• $(h)$ If from time to time on or prior to the Expiry Date the Company makes an issue of shares to the holders of ordinary shares in the Company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their Options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares

of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.

• $(i)$ There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.
• $(i)$ In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable Listing Rules in force at the time of the reorganisation.

6.3 Underwriting Agreement

By an agreement dated 2 November 2004 between the Company and Dymocks Securities Pty Ltd, a Company which is controlled (within the meaning of the Corporations Act) by Mr John P C Forsyth, Chairman of the Company, and of which Mr Andrew Forsyth, a Director of the Company, is a director, the Underwriter has agreed to underwrite the Rights Issue.

Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriter an underwriting fee equal to 4% of the total amount raised.

The Company has also agreed to reimburse the Underwriter for all reasonable costs and expenses incurred in connection with the underwriting.

The Underwriting Agreement contains standard termination clauses that relieve the Underwriter of its obligation if certain events occur. These are:

$(a)$ Fall of ASX 200 Index

There is a fall in the ASX 200 Index of greater than 11% at any time after the date of this Agreement in comparison to the ASX 200 Index at the close of trading on the date of this Agreement.

Fall in London PM Gold Fix $(b)$

There is a fall in the London PM gold fix (the price as quoted in United States dollars) of greater than 11% at any time after the date of this Agreement in comparison to the London PM gold fix on the date of this Agreement.

Change in law or policy $(c)$

A new law or policy is announced, introduced or adopted after the date of this Agreement which does or is likely to prohibit or restrict or have a materially adverse effect upon the Offer.

$(d)$ Failure to lodge Prospectus or withdrawal

The Company fails to lodge the Prospectus with the ASIC on or before the Lodgment Cut Off Date or withdraws the Prospectus or the Offer.

$(e)$ Prospectus deficiencies

Any one or more of the following apply:

• a statement, report, representation, matter or thing contained in the $(i)$ Prospectus or any accompanying application form is or becomes misleading or deceptive;
• $(ii)$ there is an omission from the Prospectus of material required by the Corporations Act;
• $(iii)$ there is a new circumstance which has arisen since the Prospectus was lodged that would have been required by the Corporations Act to be included in the Prospectus if it had arisen before lodgment;
• the ASIC or ASX determines, or the Underwriter forms the view on $(iv)$ reasonable grounds, that the Offer requires a supplementary or replacement prospectus to be lodged with the ASIC;
• any person gives a notice under section 730 of the Corporations Act $(v)$ in relation to the Prospectus.

$(f)$ Repayment or withdrawal

Any circumstance arises after lodgment of the Prospectus resulting in:

• $(i)$ the Company being required to:
• $(A)$ repay the money received from applicants; or
• $(B)$ give applicants an opportunity to withdraw their Applications and be repaid; or
• $(ii)$ persons having a right to return securities issued in connection with the Offer and have their Application Money repaid.

$(q)$ Failure to obtain listing

The ASX advises that approval for the official quotation of all the Shares will not be granted within 3 months after the date of the Prospectus or that approval for the official quotation of all the Shares, although granted, is subsequently withdrawn.

$(h)$ Hostilities

There is an outbreak of hostilities not presently existing or an escalation of hostilities (whether or not war has been declared) or political or civil unrest or a terrorist act is committed involving any one or more of Australia, New Zealand, the United Kingdom, Canada, the United States of America,

Japan, the People's Republic of China (including Hong Kong), Indonesia, or the Middle East, or a diplomatic, military or political establishment of any of those countries anywhere in the world.

$(i)$ Specific intervention by ASIC

The ASIC:

• $(i)$ gives notice of its intention to hold a hearing under section 739 of the Corporations Act;
• $(ii)$ makes an interim order under section 739(3) of the Corporations $Act:$
• $(iii)$ makes an order under section 739 of the Corporations Act to stop the issue of securities to which the Prospectus relates;
• applies for an order under Part 9.5 of the Corporations Act in $(iv)$ relation to the Prospectus or the Offer; or
• commences any investigation, examination or hearing under Part 3 $(v)$ of the Australian Securities and Investments Commission Act 2001 in connection with the Prospectus or the Offer.

Withdrawal of consent to Prospectus $(i)$

Any person (other than the Underwriter) who consented to being named in, or to the issue of, the Prospectus or any supplementary or replacement prospectus gives a notice under section 733(3) of the Corporations Act or withdraws a consent previously given under section 720 of the Corporations Act or otherwise.

$(k)$ Non-compliance

The Company or any Related Body Corporate of the Company fails to comply with a provision of its constitution, any law of the country where it is incorporated, or in which it carries on business, or where its securities are listed or are intended to be listed, a requirement of the Listing Rules, a requirement, order or request made by or on behalf of the ASIC or any governmental agency, or any agreement entered into by it.

$(1)$ Default under Agreement

The Company is in material default under the Underwriting Agreement.

$(m)$ Warranty untrue or incorrect

Any representation or warranty in the Underwriting Agreement is or becomes untrue or incorrect.

$(n)$ Insolvency

An Insolvency Event occurs or is threatened.

$(0)$ Change of law

Any of the following occurs and which has or is likely to have the effect of prohibiting, restricting or regulating the Offer:

• the introduction of legislation into the Parliament of the $(i)$ Commonwealth of Australia or of any state or territory:
• $(ii)$ the public announcement or proposal of prospective legislation or policy by the government of the Commonwealth of Australia or of any state or territory;
• $(iii)$ the adoption of, or announcement of a proposal to adopt, any policy or regulation by the ASIC, the Reserve Bank of Australia or any other governmental authority.

Market conditions $(p)$

Any change or disruption in the national or international political, financial or economic conditions which has or is likely to have an adverse effect on the Offer.

$(q)$ Capital structure

The Company or a Related Body Corporate of the Company alters its capital structure without the prior written consent of the Underwriter (except for an alteration referred to in the Prospectus) or issues or agrees to issue any shares, options or equity securities (as that term is defined in the Listing Rules) since the date of this Agreement other than as set out in the Prospectus.

$(r)$ Constitution altered

The Company or a Related Body Corporate of the Company alters its constitution without the prior written consent of the Underwriter (except for an alteration referred to in the Prospectus or requested by ASX).

Directors $(s)$

• $(i)$ There are any changes to the Board of Directors of the Company after the date of this Agreement without the prior written consent of the Underwriter.
• A director of the Company or any Related Body Corporate of the $(ii)$ Company is charged with an indictable offence relating to any financial or corporate matter, or is disqualified from managing a corporation under Part 2D.6 of the Corporations Act.

$(t)$ Charge

The Company or any Related Body Corporate of the Company charges or agrees to charge the whole or a substantial part of its business or property without the prior written consent of the Underwriter (except for a charge referred to in the Prospectus).

Due diligence $(u)$

• $(i)$ There is a material omission from the results of the Due Diligence Investigations.
• The results of the Due Diligence Investigations or the verification $(ii)$ material are false or misleading.
• The Due Diligence Investigations reveal information that is not $(iii)$ satisfactory to the Underwriter acting reasonably.

$(v)$ Ceasing business

The Company or a Related Body Corporate of the Company ceases or threatens to cease to carry on its business.

$(w)$ Disposal

The Company disposes of or agrees to dispose of the whole or any significant part of any of its business or property other than as disclosed in the Prospectus.

$(x)$ Acquisition

The Company acquires any major asset or enters into any major expenditure other than in accordance with the proposals in the Prospectus.

$(y)$ Material adverse change

Any material adverse change occurs in the financial or trading position or performance or in the assets, liabilities, earnings, profits, losses, business, operations or prospects of the Company or a Related Body Corporate of the Company or in the industry in which the Company or a Related Body Corporate of the Company operates.

$(z)$ Other material adverse events

Any other event occurs which has, or is likely to have, a material adverse effect on the Company.

$(aa)$ Allegation of non-compliance

Any person gives a formal notice under the Corporations Act alleging the Prospectus does not comply with the law in any way and in the opinion of the Underwriter acting reasonably the allegation is not trivial or frivolous.

$(bb)$ Prejudicial publication

The Company or any Related Body Corporate of the Company without the prior written approval of the Underwriter makes any statement or publishes or issues by any means any notice circular or advertisement relating to the Company or any Related Body Corporate of the Company or its activities or the Offer which is prejudicial in any manner whatever to the prospects of the Offer being fully subscribed by persons other than the Underwriter.

Capitalised terms in the above summary have the meanings given to them in the Underwriting Agreement.

As a term of the underwriting the Company, to the maximum extent permitted by law, agrees to indemnify the Underwriter and to hold the Underwriter harmless from and against all actions, claims, damages or proceedings which may be instigated against it, and all liabilities, losses, damages, costs and expenses which may be suffered or incurred by the Underwriter in connection with or arising out of the underwriting.

The Underwriting Agreement contains covenants, warranties, representations and other terms normal for an agreement of this nature.

6.4 Continuous Disclosure and Documents available for Inspection

The Company is a "disclosing entity" for the purposes of section 111AC of the Corporations Act 2001. As such, it is subject to regular reporting and disclosure obligations which require it to disclose to ASX any information of which it is, or becomes, aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of the securities of the Company.

Having taken such precautions and made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX (as applicable from time to time throughout the 12 months immediately prior to the issue of this Prospectus) which required the Company to notify ASX of information about specified events or matters as they arose for the purpose of ASX making that information available to the stock market conducted by ASX.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an office of the ASIC.

The Company will provide a copy of each of the following documents, free of charge, to any person who asks for it during the currency of this Prospectus.

• $(a)$ the annual financial report for the financial year of the Company ended 30 June 2004 (being the last annual financial report for the financial year to be lodged with the ASIC in relation to the Company before the issue of this Prospectus); and
• $(b)$ all documents used to notify the ASX of information relating to the Company under the provisions of the Listing Rules of ASX since lodgement of the annual financial report referred to in paragraph (a) above, being the

following documents:

Date	Announcement
710/04	Appendix 5B Quarterly Report

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules that investors or their professional advisers would reasonably require for the purpose of making an informed assessment of:

• $(a)$ the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
• $(b)$ the rights and liabilities attaching to the New Shares comprised in the Issue.

This Prospectus contains details specific to the Issue. If investors require any further information in relation to the Company, the Directors recommend that they take advantage of the ability to inspect or obtain copies of the documents as referred to above.

$6.5$ Directors' Interests

• $(a)$ Other than as set out below or elsewhere in this Prospectus, no:
• $(i)$ Director or proposed Director;
• person named in this Prospectus as performing a function in a $(ii)$ professional advisory or other capacity in connection with the preparation or distribution of this Prospectus;
• $(iii)$ promoter of the Company; or
• $(iv)$ financial services licensee named in the Prospectus as a financial services licensee involved in the Issue:

holds, or held at any time during the last two years before the date of this Prospectus, any interest in the Issue, in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Issue. No amounts have been paid or agreed to be paid, and no benefit has been given or agreed to be given, to any Director or proposed Director, either to induce him to become, or to qualify him as, a director of the Company, or for services provided by any of the persons referred to in (i), (ii), (iii) or (iv) above in connection with the Issue or the formation or promotion of the Company.

$(b)$ Directors' Interests in securities of the Company

The interests of the Directors in the securities of the Company at the date of this Prospectus are as follows:

Director	Relevant Interest in Shares
	Number of Shares	Held by
J P C Forsyth	3,214	J P C Forsyth
	25,912,571	Dymocks Pty Ltd*
	12.848,867	Tandragee Pty Ltd*
	9.442,098	Coolgardie Units Pty Ltd*
	15,573,736	Jamajon Pty Ltd*
	63,780,486

* These entities are controlled by Mr J P C Forsyth within the meaning of the Corporations Act

Director		Relevant Interest in Shares
	Number of Shares	Held by
A D Forsyth	4,407,132	A D Forsyth
	12,848,867	Tandragee Pty Ltd*
	9,442,098	Coolgardie Units Pty Ltd*
	26,698,097

* These entities are controlled by Mr A D Forsyth within the meaning of the Corporations Act

Director		Relevant Interest in Shares
	Number of Shares	Held by
J P Laurie	42.857	J P Laurie

Directors' Remuneration $(c)$

Details of remuneration paid to Directors by the Company during the period of two years ending on the date of this Prospectus are as follows:

SMARTTRANS HOLDINGS LIMITED ACN 009 065 650 PROSPECTUS Total Director Salary, Fees & Superannuation Commissions Contribution 2004 2003 2004 2003 2004 2003 J Laurie \$186.881 \$184,240 \$10.519 \$13,160 \$197,400 \$197.400 A Forsyth \$18,350 \$20,000 \$1,650 \$20,000 \$20,000 u.

Other Directors' Interests and Benefits $(d)$

Dymocks Pty Ltd, a company controlled (within the meaning of the Corporations Act) by Mr John P C Forsyth, Chairman of the Company and of which Mr A D Forsyth, a Director of the Company, is a director, provides management, office accommodation and administrative services to the Company for a fee of \$240,000 per annum.

Deacons, a firm of which Mr A D Forsyth was, until 30 June 2004, a partner, provided legal services to the Company and its controlled entity and was paid \$19,227 by the Company for the year ended 30 June 2004 and \$12,124 for the year ended 30 June 2003.

The Underwriter, an entity controlled (within the meaning of the Corporations Act) by Mr John P C Forsyth, Chairman of the Company, will receive a underwriting commission of 4% of the total amount raised under the Prospectus.

$6.6$ Other Interests

Fearis Salter Power Shervington will be paid a fee of approximately \$10,500 (plus GST, if applicable) for the provision of advice in relation to this Prospectus. No professional fees were paid or payable to Fearis Salter Power Shervington for other services rendered to the Company in the two years preceding the lodgement of this Prospectus with ASIC.

RSM Bird Cameron will be paid a fee of approximately \$1,500 (plus GST, if applicable) for the provision of advice in relation to this Prospectus. Professional fees paid or payable to RSM Bird Cameron for other services rendered to the Company in the two years preceding the lodgement of this Prospectus with ASIC are approximately \$50,500.

The Underwriter will be paid the fee described in paragraph 6.5(d) above for underwriting the Offer.

6.7 Consents

The following parties have given, and have not before the lodgement of this Prospectus with ASIC withdrawn, their written consent to being named in this Prospectus but have not made any statement that is included in this Prospectus or on which a statement included in this Prospectus is based.

Fearis Salter Power Shervington - Legal Advisers; Computershare Registry Services Pty Ltd - Share Registry; and 94150v4-20040302

Dymocks Securities Pty Ltd - Underwriter.

RSM Bird Cameron Partners have given their written consent to being named in this Prospectus and to the issue of this Prospectus with references to the Company's audited annual financial report for the year ended 30 June 2004 included in the form and context in which they are included, and have not withdrawn that consent before the lodgement of this Prospectus with ASIC.

Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of this Prospectus other than being named as Share Registry to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

GLOSSARY

In this Prospectus, the following terms and abbreviations have the following meanings, unless otherwise stated or the context otherwise requires:

"Applicant"	means an applicant for New Shares under this Prospectus;
"ASIC"	means Australian Securities and Investments Commission;
"ASX"	means Australian Stock Exchange Limited (ACN 008 624 691);
"Business Days"	has the meaning given to that term in the Listing Rules;
"Closing Date"	means 8 December 2004:
"Company" or "SmartTrans"	means SmartTrans Holdings Limited (ACN 009 065 650);
"Corporations Act"	means the Corporations Act 2001 (Cth).
"Directors"	means the directors of the Company;
"Entitlement and Acceptance Form" or "Form"	means the entitlement and application form accompanying this Prospectus;
"Entitlement" or "Right"	means an Eligible Shareholder's right pursuant to the Rights Offer to apply for New Shares;
"Eligible Shareholder"	means a member of the Company as at the Record Date who is not an Excluded Shareholder;
"Excluded Shareholder"	has the meaning given to that term in paragraph 2.6 of this Prospectus.
"Listing Rules"	means the Official Listing Rules of ASX, as amended from time to time;
"New Shares"	means offered Shares;
"NZSX"	means New Zealand Exchange Limited;
"Offer"	means the offer of New Shares under this Prospectus;
"Opening Date"	means 17 November 2004;
"Options"	means options to subscribe for Shares at 1.1 cents each exercisable on or before the date which is 12 months after their date of issue.

"Prospectus"	means this Prospectus together with any replacement or supplementary prospectus;
"Record Date"	means 11 November 2004;
"Rights Issue or "Issue""	issue described in Section 2.1 of this means the Prospectus;
"Rights Offer" or "Offer"	means the offer, pursuant to this Prospectus, to participate in the Rights Issue;
"SCH Business Rules"	Means the business rules of the securities clearing house;
"Shares"	means fully paid ordinary shares in the Company and "Shareholders" has a corresponding meaning.
"Underwriter"	means Dymocks Securities Pty Ltd (ACN 077 162 522)
"Underwriting Agreement"	means the agreement between the Company and the Underwriter dated 2 November 2004.
"Voting Power"	has the meaning given to that term in the Corporations Act.

DIRECTORS' CONSENTS

In accordance with section 720 of the Corporations Act 2001, each Director has consented in writing to the lodgement of this Prospectus with ASIC.

Dated 2 November 2004.

. . . . . . . . . . . . . . . . . . . . Signed for and on behalf of SmartTrans Holdings Limited By James Laurie