29 August 2005

Dear Shareholder.

Invitation to Participate in Lodestone's Share Purchase Plan

On behalf of the Board of Lodestone Exploration Limited ('Lodestone' or 'the Company'), I am pleased to invite you to participate in a Share Purchase Plan (SPP) to increase your holding in the Company.

As you will be aware, Lodestone Exploration is a low-cost junior exploration company focused on richlyendowed goldfields in Queensland.

Lodestone is currently undertaking a significant drilling program in Central Queensland at key gold and copper prospects in the historic Mount Morgan gold/copper region and at nearby Mount Chalmers, an historic gold mining area.

Further drilling is planned for later in 2005, involving both follow-up drilling at Mount Morgan and Mount Chalmers, along with new targets at the Company's Cracow South gold/copper project and its Limestone Creek gold project in North Queensland.

To provide funding for these accelerated exploration efforts, Lodestone is offering all shareholders the opportunity to participate in a SPP to increase their holdings in the Company. Enclosed are documents which allow you to purchase additional ordinary shares under the SPP.

To participate in the SPP, you must be registered as a Lodestone shareholder at the close of Business on Friday, 26 August 2005. Each registered shareholder will be entitled to acquire additional shares at a price of 6.5 cents per share, in quantities ranging from a minimum of 10,000 shares for \$650 to a maximum of 76,923 shares for \$5,000. The SPP offer will close on Friday, 16 September 2005.

The maximum number of shares that will be issued under the SPP will be limited to 30% of the current issued shares of Lodestone, representing 10,490,221 ordinary shares, or \$681,846 at the SPP application price of 6.5 cents per share. Applications for shares in excess of this 30% limit will be scaled back on a prorata basis.

The SPP price of 6.5 cents per share represents a 19% discount on the average Lodestone share price of 8.04 cents over the last five trading days prior to the announcement of the SPP. No brokerage, commission or stamp duty is payable on SPP shares received. The SPP is designed to provide all shareholders with the opportunity to increase their holdings at a discounted price of 6.5 cents per share.

Your Board of Directors fully endorses this SPP, with a view to replenishing the Company's cash resources to accelerate its current and planned drilling programs in its growing portfolio of projects in richly endowed mining districts the Company has targeted in Queensland.

Lodestone Exploration Limited Exploring richly-endowed goldfields in Queensland with advanced technologies Lodestone Exploration Limited GPO Box 762 Brisbane QLD 4001 Australia

I invite you to read this document thoroughly in conjunction with the publicly available information relating to Lodestone including the Corporate Update released on 18 August 2005 (attached). This public information can be accessed through the company's new Website at www.lodestonex.com and I encourage you to visit our new Website, launched earlier this month.

During its time as a public company, Lodestone has raised less than \$2.9 million after issue costs since early 2003. At all times, your Board has strived to maintain a focused, low-cost exploration approach requiring limited funding, while attempting to maintain a relatively tight capital structure to maximise shareholder returns in the event of exploration success.

Clearly, the Company's exploration success in our current and planned drilling programs for our portfolio of priority exploration targets is dependent on continued exploration funding. The Board hopes you will participate in this share offering and the Company's accelerated phase of drilling and associated exploration.

With a market capitalisation of approximately \$2.3 million based on the SPP pricing, we believe that Lodestone offers its shareholders significant upside potential in the event of exploration success in our current and planned drilling programs during the next six months.

Yours faithfully,

$H\leq$ hew

John T Shaw Chairman

"A low-cost explorer focused on richly-endowed goldfields in Queensland"

Share Purchase Plan

An offer to shareholders of Lodestone Exploration Limited to purchase additional fully paid ordinary shares in Lodestone under the Terms and Conditions of this Share Purchase Plan.

IMPORTANT DOCUMENT

YOUR OPPORTUNITY TO INCREASE YOUR HOLDING IN LODESTONE

Indicative Timetable

Announcement of Share Purchase Plan Record Date Share Purchase Plan Closes Allotment and Issue of Shares Quotation of Shares on ASX

18 August 2005 26 August 2005 16 September 2005 23 September 2005 28 September 2005

Lodestone Exploration Limited Exploring richly-endowed goldfields in Queensland with advanced technologies Lodestone Exploration Limited GPO Box 762 Brisbane QLD 4001 Australia

LODESTONE EXPLORATION LIMITED ACN 075 877 075 ("Lodestone")

SHARE PURCHASE PLAN

INTRODUCTION

This Share Purchase Plan ("Plan") entitles each eligible shareholder of Lodestone, regardless of current investment size, to purchase up to A\$5.000 worth of fully paid ordinary shares in Lodestone ("Shares"). The Plan is only open to each shareholder registered as holder of a share at 7.00pm (AEST) on Friday, 26 August 2005 (the "Record Date"). The purchase price of the Shares is set out below and will be free of all brokerage, commission and stamp duty. The maximum amount to be raised under this Plan is \$681.846. Should the total value of applications for Shares exceed \$681,846. Lodestone will scale back applications on a pro rata basis

This Plan was announced on 18 August 2005.

This document sets out the terms and conditions of the offer by Lodestone to you to participate in the Plan ("Offer"). By agreeing to purchase Shares under the Plan, you agree to be bound by the terms and conditions of the Plan.

PURPOSE OF THE PLAN

Lodestone intends to use funds raised under the Plan to continue and accelerate the Company's drilling and related exploration programs at Mount Morgan, Mount Chalmers, Cracow South and Limestone Creek and provide for additional working capital requirements.

PARTICIPATION

Participation in the Plan is open to each person registered as holder on the Record Date who has an address (as recorded in Lodestone's register of members) in Australia or New Zealand ("Eligible Members").

An Eligible Member who is a trustee or nominee expressly noted on the Lodestone register may receive an Offer for each occasion they are separately recorded as a trustee or nominee for a different beneficiary named on the register. To the extent an Eligible Member holds shares on behalf of another person resident outside Australia or New Zealand, it is the responsibility of the registered holder to ensure that any acceptance complies with all applicable foreign laws.

This document will not constitute an offer in any jurisdiction in which it would not be lawful to make such an offer or to any person to whom it would not be lawful to make such an offer.

Participation in the Plan is entirely at the discretion of Eligible Members. An Eligible Member may apply for up to a maximum of A\$5,000 worth of Shares and not less than a minimum of A\$650 worth of Shares.

Offers are non-renounceable, which means that Eligible Members cannot transfer their entitlement to purchase Shares under the Offer to another person.

If you wish to participate in the Plan, you must complete and lodge the attached Application Form before 5.00 pm (AEST) on Friday, 16 September 2005 ("Closing Date"). Applications received after that time will not be accepted. Details of the address at which the Applications should be lodged appear on the Application Form. Applications and payments under the Plan may not be withdrawn once they have been received by Lodestone. Application money will not bear interest under any circumstances. Please refer to the lodgement instructions on the Application Form.

The Offer is not a recommendation. If you are in any doubt about the Offer, whether you should participate in the Plan or how such participation will affect you (including taxation implications), you should contact a professional advisor. Lodestone also recommends that you monitor the market price for Shares, which can be found on the website of the Australian Stock Exchange at www.asx.com.au or in the financial pages of major metropolitan newspapers.

PRICING

The Shares are being offered at 6.5 cents per Share.

The number of Shares to be issued to each applicant will be calculated by dividing the amount subscribed and accepted by Lodestone, by the Offer price. Fractions will be rounded to the nearest whole Share.

The market price of Shares may rise or fall between the date of the Offer and the date on which Shares are allocated to you. This means that the issue price you pay for the Shares under this Offer may exceed the market price of the Shares at the date of allotment.

LIMIT ON PARTICIPATION

An Eligible Member may not acquire more than A\$5,000 worth of Shares under the Plan, taking into account all applications, including joint and other beneficial interests. This maximum subscription limitation will apply even if an Eligible Member has received more than one Offer (whether in respect of a joint holding or because the Eligible Member has more than one holding under separate share accounts).

The Board of directors of Lodestone ("Board") reserves the right to refuse an application if it considers that the applicant is not an Eligible Member or has not otherwise complied with the terms and conditions of the Plan or for any other reason in its sole discretion. If an application is refused then any application money received will be refunded without interest.

EXCESS SUBSCRIPTIONS

The maximum number of shares that can be subscribed under this Offer is 10,490,221 million shares (\$681,846), being 30% of the issued capital of Lodestone as at the Record Date. It is not possible to predict the take up of this Offer. If and to the extent to which the total value of applications for Shares under the Plan exceeds \$681.846. Lodestone will scale back applications. If this occurs, you may be allocated Shares to a value which is less than you applied for. If a scale back occurs, Lodestone will refund any excess application money (without interest). Any scale back of applications will be conducted by the Board on a pro rata basis with the minimum allocation set at 10,000 shares (\$650). Any determination by the Board in respect of any scaling back will be final.

ALLOTMENT OF SHARES

The Shares are scheduled to be allotted by 23 September 2005.

Shares allotted under the Plan will rank equally in all respects with all other fully paid ordinary Shares in Lodestone on the date of their issue, and therefore will carry the same voting rights, dividend rights and other entitlements as existing fully paid ordinary Shares in Lodestone.

Lodestone will, promptly after allotment of Shares under the Plan, apply for the Shares to be quoted on the official list of the Australian Stock Exchange ("ASX").

Lodestone will not make any allotment of Shares that would cause it to breach the ASX Listing Rules or the Corporations Act.

Lodestone will issue a holding statement or confirmation advice in respect of the Shares allotted to you under the Plan. You should confirm your holding before trading in any Shares you believe have been allotted to you under the Plan.

COSTS OF PARTICIPATION

No brokerage, commissions, stamp duty or other transaction costs will be payable by Eligible Members in respect of their application for, and allotment of, Shares under the Plan.

ADDITIONAL INFORMATION

The Plan will be administered by the Board and the Board will have an absolute discretion to:

determine appropriate procedures for administration of the Plan; and

resolve conclusively any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participating Eligible Member, or application for Shares, and any such resolution will be binding on all participants and other persons to whom the resolution relates.

The Plan and these terms and conditions of the Plan may be suspended, terminated or amended at any time by the Board.

Lodestone's rights may be exercised by the Board or any delegate of the Board.

ANY QUESTIONS?

If you have any questions concerning technical aspects of the Offer, please contact the Company Secretary, Leni Stanley, on (07) 3221 6022. If your questions concern investment related issues then you should contact a professional advisor.

heur Stanley

Company Secretary Date 29 August 2005

LODESTONE EXPLORATION LIMITED (ASX:LOD)

COMPANY UPDATE

18 AUGUST 2005

KEY HIGHLIGHTS

Lodestone is currently drilling at the optioned Mount Victoria prospect in its Mount Morgan district project. Two holes have been completed at the adjacent optioned Jasper prospect and samples despatched for assay.
Lodestone will commence drilling the Tungamull prospect at the Mount Chalmers Joint Venture project in late August 2005.
Lodestone was recently granted the highly-prospective Limestone Creek gold tenement in North Queensland following an application period of more than seven years. The Limestone Creek project has had no on-ground exploration since the late 1980s and includes surface gold grades of up to 7.2g/t in previous rockchip samples within the tenement area and coarse gold in adjacent stream sediments. Field exploration will begin in September 2005.
The Company plans to commence drilling gold/copper targets at its Cracow South project as soon as possible after completion of drilling at Mount Chalmers, subject to confirmation of the project budget and funding
A Share Purchase Plan (SPP) announced on 18 August 2005 will provide funding to accelerate the Company's drilling and related exploration programs at Mount Morgan, Mount Chalmers, Cracow South and Limestone Creek and provide for additional working capital requirements. The SPP will provide shareholders the opportunity to increase their holding in Lodestone at a significant discount to the recent share price.

PROGRESS TO DATE

The Company listed on the ASX in March 2003, raising \$2.28 million after costs of the Initial Public Offering (IPO).

Lodestone has pursued a conservative approach to its expenditures as a public company, raising minimal funds as required to advance its highest priority exploration targets. In this manner, the Company has raised \$0.4 million since the \$2.5 million IPO and maintained a consistently tight capital structure. Since the 2003 IPO, the Company has drilled ten targets in the Mount Morgan district, with the current program planned to drill additional targets in this area and nearby Mount Chalmers.

LODESTONE'S CORPORATE STRATEGY

Since its incorporation in 1996, the Company has pursued a focused exploration strategy, with a low-cost approach, targeting richly endowed mining districts in Central Queensland. These include the historic Mount Morgan, Mount Chalmers, and Cracow gold/copper districts where Lodestone tenements and optioned tenements are being explored with modern techniques. The Company also holds 100% of the Limestone Creek gold project 20 kms west of the historic Maytown goldfield in North Queensland.

With this low-cost and focused strategy, the Company is pursuing the discovery of significant new gold/copper deposits around historically successful mines in Queensland using modern exploration techniques.

A Focus on Richly-Endowed Goldfields in Queensland

EXPLORATION PROJECT OVERVIEW

Mount Morgan Area Project

The Mount Morgan ore deposit was Australia's premier volcanic-hosted massive sulphide deposit. The former mine yielded 9.4 million ounces of gold, and 360,000 tonnes of copper and was described as one of the "largest mountains of gold ever discovered".

In other countries, satellite deposits have been discovered around similar ore bodies. Until recently, the limitations of available geophysical technologies have meant that the detection of conductors that might include similar satellite deposits under thick cover rocks in the Mount Morgan area was extremely difficult.

Extensive geophysical programs followed by detailed geological mapping and geochemical surveys, plus other rigorous studies during the past three years, have led Lodestone to recognise seven target areas within a few kilometres of the historic mine site. These include Midas, Morganite, Jasper, and Mount Victoria.

Drilling is currently underway at the optioned Mount Victoria Prospect, 2km south west of the historic Mount Morgan gold/copper mine. Two holes and a total of 365 metres of drilling during August 2005 will pursue higher-grade extensions of the gold-bearing mineralized halo confirmed in the Company's November 2004 drilling program at Mount Victoria.

Lodestone's Mount Victoria and Jasper Prospects - with overlay of nearby historic Mount Morgan mine site

Initial drilling has recently been completed in mid August 2005 at the Jasper prospect, 1.2km west of Mount Victoria to determine whether this prospect provided a source of nearby placer gold in the old Mount Victoria workings and alluvial gold found in adjacent 'Golden Gully'. Samples from this initial drilling were dispatched in mid-August for assaying in Brisbane.

Consulting geologists have also highlighted additional prospects east of Lodestone's Mount Morgan project area for further evaluation and probable drilling. These priority areas include Station, Twelve Mile and Eight Mile.

Mount Chalmers Joint-Venture Project

The Company's Mount Chalmers project in Central Queensland is being pursued under a farm-in arrangement with Quadrio, a subsidiary of Dominion Mining, under which Lodestone may earn a 50% interest in the project by completing a minimum of 1,200m of drilling.

The historic Mount Chalmers mine was a gold-rich VMS-style orebody, which yielded 250,000 ounces of gold equivalent with a current value exceeding A\$125 million. As a VMS-style orebody, it is possible that similar orebodies, not yet identified, cluster around the historic mine site. Lodestone concludes that drilling programs by previous explorers have effectively tested only approximately 10% of the prospective area.

Earlier drilling by Peko at Tungamull (2,500 metres to the east of the Mount Chalmers deposit) had intersected substantial zones of alteration, with gold, copper, lead and zinc anomalism (eq. 19.4m @ 0.33g/t gold, 21.7m @ 0.58% Zinc and 0.28% lead). These encouraging intersections were all within a single coherent zone, and are regarded as identical to peripheral zones around the original Mount Chalmers orebody. This zone of anomalism and alteration is only very partially tested, is open to the south, and is planned to be tested by Lodestone in September 2005 by three drill holes for a total of 800m of combined RC and diamond drilling after completion of the Mount Victoria program.

Recent Projects Added to the Portfolio

As a consequence of its low-cost approach to new project generation, the Company has also been granted highlyprospective new exploration tenements at Cracow South in Central Queensland, and Limestone Creek in North Queensland.

Cracow South Project

At Lodestone's Cracow South project, five high-grade epithermal Cracow-style gold/copper targets have been identified and will be drilled as soon as possible, subject to budgetary constraints.

Historical gold production within the entire Cracow goldfield stands at 850,000 oz between 1932 and 1993. At the new Cracow gold mine, November 2004 saw the first gold pour by joint venture partners Newcrest Mining (70%) and Sedimentary Holdings (30%). The development plans for the new mine envisage initial production of at least 680,000 ounces of gold over a seven year life for the joint venture. Grades are expected to be between 11-14g/t Au.

Limestone Creek Project

The Limestone Creek tenement, located 20km west of the historic Maytown goldfield in North Queensland, was granted in June 2005 after an application period of more than seven years. A recent review of the previous work conducted within the Limestone Creek project area has revealed significant rockchip sample results occurring over a strike length of over 1,700 metres in the northern part of the tenement.

The area covered by Lodestone's tenement has had no on-ground exploration since the late 1980s and includes surface gold grades of up to 7.2g/t in previous rockchip samples and coarse gold in adiacent stream sediments. Noteworthy accompanying values of silver (including 28, 17 and 10ppm) and lead (including 3.25%) are also evident from previous reports. Anomalous values exceeding 0.1g/t gold in rockchip samples are also noted over an area almost 5km long.

Lodestone has recently received interest from mid-tier resource companies regarding the possibility of a farm-in arrangement for the Limestone Creek project.

In the absence of an attractive farm-in arrangement, Lodestone will commence field exploration in September 2005, with drilling of probable targets as soon as possible.

DRILLING PROGRAMS

The Company has commenced its 2005 drilling program at its Mount Morgan project and nearby Mount Chalmers project and, subject to available funding, will continue drilling during 2005 with follow-up drilling of these targets and new programs of drilling at the Company's Cracow South and Limestone Creek projects as soon as possible.

Mount Morgan Project (optioned ground) – Current Drilling Program

Mount Victoria Prospect

As mentioned previously, drilling is currently underway at the optioned Mount Victoria Prospect, 3km south west of the historic Mount Morgan gold/copper mine. Two holes and a total of 365 metres of drilling during August 2005 will pursue higher-grade extensions of the gold-bearing mineralized halo confirmed in the Company's November 2004 drilling program at Mount Victoria.

The size of the halo of low-level gold surrounding intersections in previous drilling at Mount Victoria appears to increase in a north-westerly direction. The intersection of 2m @ 8.78g/t gold at the base of the Precipice Sandstone in previous drilling by Newcrest Mining is likely to be paleo-placer gold shed from a nearby source. This observation provides further encouragement for additional drilling at Mount Victoria.

The current program provides further in-fill and extension drilling on the structure intersected by recent Lodestone drilling and Newcrest's earlier gold intersections.

Jasper Prospect

Following drilling at the optioned Jasper prospect earlier this month, the Company is awaiting the results of assays to determine the requirement for follow-up drilling at this target. The Jasper prospect is located favourably with respect to magnetic features and is inferred to be the likely source of placer gold in the old Mount Victoria workings and alluvial gold found in adiacent 'Golden Gully'. The main target is believed to be located under 35-40 metres of Jurassic Precipice Sandstone cover.

Quadrio Project/Tungamull Prospect (optioned ground) – Current Drilling Program

Drill sites have been prepared for 800 metres of drilling to commence during September at Tungamull, located 50km north east of Mount Morgan. Drilling at Tungamull will be targeted from sites located 2.5km south east of the historic Mount Chalmers open pit gold/copper mine.

Cracow South Project (100% LOD) - Future Drilling in 2005

Five high-grade epithermal Cracow-style gold/copper targets will be drilled as soon as possible, depending upon budgetary constraints.

Limestone Creek Gold Project (100% LOD) - Future Drilling in 2005

The Limestone Creek project, 20km west of the Maytown goldfield in North Queensland, includes surface gold grades of up to 7.2q/t and coarse gold in adjacent stream sediments. The Limestone Creek tenement was granted in June 2005. and the project area has had no on-ground exploration since the late 1980s. Field exploration will commence in September 2005, with drilling of identified priority targets as soon as possible with or without a farm-in partner, subject to available funding.

UPCOMING SHORT-TERM MILESTONES

The Company's key milestone's for the remainder of 2005 include the following:

Completion of current drilling program at Mount Morgan and Mount Chalmers
Drilling of highest-priority targets at Lodestone's Cracow South gold/copper project during September/October $\bullet$ 2005, subject to availability of a rig and funding requirements.
Initial field exploration at the Company's Limestone Creek project in September 2005.
Further exploration and possible drilling of highest priority targets at Lodestone's Limestone Creek project by end-2005, subject to availability of a rig and funding requirements.
Consideration of farm-in offers for Lodestone's Limestone Creek project during late 2005. Ă

SUMMARY

Lodestone is currently in the process of drilling high-priority gold/copper targets at its Mount Morgan project area and will soon begin drilling at its nearby Mount Chalmers project in Central Queensland.

Subject to available funding, the Company plans to conduct further drilling and field exploration during the remainder of 2005, including follow-up drilling at Mount Morgan and Mount Chalmers, and advancing new projects at South Cracow and Limestone Creek as soon as possible.

The current SPP will provide funding to continue and accelerate the Company's drilling and related exploration programs at Mount Morgan, Mount Chalmers, Cracow South and Limestone Creek and provide for additional working capital requirements.

With a current market capitalisation of approximately \$2.3 million based on the SPP pricing at the time of announcement of this offer, your Board believes that Lodestone offers shareholders significant upside potential in the event of exploration success in our current and planned drilling programs during the next six months.

Information regarding exploration results contained in this report has been compiled by Mark Dugmore who is a "competent person" for the purposes of the Australian Stock Exchange Listing Rules. Mr. Dugmore is General Manager of Lodestone Exploration Limited and has consented in writing to the inclusion in this report of the matters based on the information in the form and context in which it appears.

LODESTONE EXPLORATION LIMITED

ABN 20 075 877 075

Share Purchase Plan Application Form Offer closes 5:00pm Brisbane time 16 September 2005

This is an important document. Should you have any doubts about how to deal with it please consult a financial adviser.

Record Date:	26 August 2005
Close Date:	16 September 2005
Issue Date:	23 September 2005
Price Per Share:	A\$0.065

Securityholder Reference Number (SRN): Holder Identification Number (HIN):

X99999999999

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Application for Shares

AUSTRALIA

I/we wish to apply for the number of fully paid ordinary shares set out below at an issue price of A\$0.065 per share, in accordance with the terms and conditions of the Share Purchase Plan 2005 ("SPP") of Lodestone Exploration Limited (LOD). By returning this form to the share registry, I/we agree to be bound by the terms and conditions of the SPP, and certify that the aggregate of the application price for the shares the subject of this application, and, any other shares in the class applied for by me/us under this SPP, or any similar arrangement in the 12 months prior to the date of issue, does not exceed A\$5,000. LOD reserves the right to vary the closing date for the offer.

LOD may settle in any manner it thinks fit, any disputes or anomalies which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application for shares and the decision of LOD will be conclusive and binding on all persons to whom the decision relates. LOD reserves the right to waive compliance with any provision of the SPP terms and conditions, subject to the compliance with the Corporations Act, The ASX Listing Rules and ASIC Class Order CO 02/831.

This offer is non-renounceable. Please indicate the number of ordinary shares you wish to acquire by ticking ONLY ONE of the following boxes:

Cheque details - please complete and ensure that the amount payable is correct.

Payment must be made by cheque or bank draft in Australian dollars and drawn on an Australian bank. Cheques or bank drafts should be made payable to "Lodestone Exploration Limited" and crossed "Not Negotiable".

Cheque Number	BSB	Account Number

		Amount
	Cheque or money order amount must correspond with the amount ticked at A, B, C, D, E or F above.	A\$
Questions and Contact Details
	If you have any questions please contact LOD's Share Registry on (61 2) 8280 7454 between the hours of 8:30am and 5:30pm, Monday to Friday AEST.
Telephone number where we may contact you during business hours	Contact Name

	If you do not provide your telephone number it will be necessary to return any incomplete application to you by mail.
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or delivered to our registered office at the address shown below.	Your acceptance form and cheque or bank draft must be received by the share registry before the close of the offer at 5:00pm Brisbane time on 16 September 2005. You should allow sufficient time for this to occur. The postal acceptance rules do not apply to the Plan. A reply paid envelope is enclosed for shareholders with a registered address in Australia. New Zealand holders will need to affix the appropriate postage. Your application form should be returned in the envelope provided
Mailing Address Oľ ASX Perpetual Registrars Limited GPO Box 2537 BRISBANE QLD 4001	Delivery Address ASX Perpetual Registrars Limited Level 22, 300 Queen Street BRISBANE OLD 4000

NO SIGNATURES ARE REQUIRED ON THIS FORM