PERSEUS MINING LIMITED — AGM Information 2004

Nov 8, 2004

NOTICE OF ANNUAL GENERAL MEETING

Date: Friday, 10 December 2004

Time: 11.00 am

Place: Holiday Inn City Centre 788 Hay Street Perth, Western Australia 6000

PERSELIS MINING LIMITED

ACN 106 808 986

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the first Annual General Meeting of Perseus Mining Limited ("Perseus" or the "Company") will be held on Friday, 10 December 2004 commencing at 11 am at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

$\mathbf{1}$ . Financial Report for the Period Ended 30 June 2004

To receive and consider the financial report of the Company for the period ended 30th June 2004, together with the reports by the directors and auditors thereon.

To consider and, if thought fit, pass the following resolutions as ordinary resolutions.

$\overline{2}$ . Resolution 1 - Re-Election of R N Gillard

"That Mr R N Gillard retires in accordance with Clause 3.3 of the Constitution of the Company and, being eligible, is hereby re-elected as a director of the Company."

$\overline{3}$ . Resolution 2 – Re-Election of M A Calderwood

"That Mr M A Calderwood retires in accordance with Clause 3.3 of the Constitution of the Company and, being eligible, is hereby re-elected as a director of the Company."

$\ddot{4}$ . Resolution 3 – Re-Election of C J Carson

"That Mr C J Carson retires in accordance with Clause 3.3 of the Constitution of the Company and, being eligible, is hereby re-elected as a director of the Company."

$\overline{4}$ . Resolution 4 – Re-Election of A Becker

"That Mr A Becker retires in accordance with Clause 3.3 of the Constitution of the Company and, being eligible, is hereby re-elected as a director of the Company."

6. Resolution 5 – Re-Election of R B Brans

"That Mr R B Brans retires in accordance with Clause 3.3 of the Constitution of the Company and, being eligible, is hereby re-elected as a director of the Company."

$7.$ Resolution $6 - Re$ -Election of N C Fearis

"That Mr N C Fearis retires in accordance with Clause 3.3 of the Constitution of the Company and, being eligible, is hereby re-elected as a director of the Company."

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions as ordinary resolutions.

$\mathbf{R}$ Resolution 7-Appointment of Auditors

"That HLB Mann Judd, having been nominated to act as the Company's auditor and having consented to act, be and are hereby re-appointed as the Company's auditor."

Resolution 8 – Approval for the issue of options to Director. Mr R N Gillard $\mathbf{Q}$

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue 400,000 options to subscribe for shares in the Company to Mr R N Gillard or his nominee, the details of which are set out in the Explanatory Memorandum forming part of the notice of this meeting."

Resolution 9 - Approval for the issue of options to Director, Mr A Becker $10.$

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue 800,000 options to subscribe for shares in the Company to Mr A Becker or his nominee, the details of which are set out in the Explanatory Memorandum forming part of the notice of this meeting."

11. Resolution 10 – Approval for the issue of options to Director, Mr R B Brans

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue 400,000 options to subscribe for shares in the Company to Mr R B Brans or his nominee, the details of which are set out in the Explanatory Memorandum forming part of the notice of this meeting."

12. Resolution 11 – Approval for the issue of options to Director, Mr N C Fearis

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue 400,000 options to subscribe for shares in the Company to Mr N C Fearis or his nominee, the details of which are set out in the Explanatory Memorandum forming part of the notice of this meeting."

$13.$ Resolution 12 - Approval for the issue of options to Mr W Mueller

"That, for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, the directors be authorised to issue 800,000 options to subscribe for shares in the Company to Mr W Mueller or his nominee, the details of which are set out in the Explanatory Memorandum forming part of the notice of this meeting."

GENERAL BUSINESS

1. To transact any other business which may lawfully be brought forward.

Voting Restriction

As ordinary resolutions, Resolutions 1 to 12 must be passed by more than 50 per cent of the votes cast by members entitled to vote on the resolution.

In accordance with the ASX Listing Rules and the Corporations Act, the Company will disregard any vote cast by:

(a) Mr R N Gillard or his associates, in respect of Resolution 8;

• (b) Mr A Becker or his associates, in respect of Resolution 9;
• (c) Mr R B Brans or his associates, in respect of Resolution 10;
• (d) Mr N C Fearis or his associates, in respect of Resolution 11; and
• (e) Mr W Mueller or his associates in respect of Resolution 12.

However, a vote will not be disregarded if:

(i) cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy form; or

(ii) cast by the chairman of the meeting as proxy for a member who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

In the case of resolutions 8, 9, 10, 11 and 12 undirected proxies will be treated as abstentions. For all other resolutions, the Chairman will vote undirected proxies in favour of the resolution.

PROXIES

In accordance with section 249L of the Corporations Act 2001, members are advised that:

• each member has a right to appoint a proxy; $\bullet$
• $\bullet$ the proxy need not be a member of the Company;
• a member who is entitled to cast two or more votes may appoint two proxies and may specify $\bullet$ the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section $249X(3)$ of the Corporations Act 2001. each proxy may exercise half of the votes.

In accordance with section 250BA of the Corporations Act 2001, the Company specifies the following information for the purposes of receipt of proxy appointments:

Registered Office:	30 LEDGAR ROAD BALCATTA, WESTERN AUSTRALIA 6021
Facsimile Number:	$(618)$ 9240 2406
Postal Address:	P O Box 717 BALCATTA, WESTERN AUSTRALIA 6914

Each member entitled to vote at the annual general meeting has the right to appoint a proxy to attend and vote at the meeting on his behalf. The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the meeting (proxy forms can be lodged by facsimile).

In accordance with regulation 7.11.38 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 11am on 8 December 2004 will be taken, for the purposes of the annual general meeting, to be held by the persons who held them at that time.

BY ORDER OF THE BOARD

S M Shah Company Secretary

Perth, Western Australia 28 October 2004

Members who do not plan to attend the meeting are encouraged to complete and return a proxy form.

PERSEUS MINING LIMITED

ACN 106 808 986

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders of Perseus Mining Limited ("Perseus" or the "Company") in connection with the business to be conducted at the Company's first Annual General Meeting to be held on 10 December 2004, at the Holiday Inn City Centre, 788 Hay Street, Perth, Western Australia

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

2004 ANNUAL REPORT $2¹$

In accordance with the requirements of the Company's Constitution and the Corporations Act, the 2004 Annual Report will be tabled at the annual general meeting. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report.

3. RESOLUTIONS 1 TO 6 - Re-election of Directors

In accordance with the requirements of the Company's Constitution and the Corporations Act, all the directors of the Company retire from office at this (first) annual general meeting of the Company and, being eligible, offer themselves for re-election.

Details of directors' qualifications and experience are available in the Annual Report accompanying this notice of meeting.

RESOLUTION 7-Appointment of Auditor $\mathbf{4}$

The Corporations Act requires the re-appointment of auditors at the Company's first annual general meeting. A member of the Company has nominated the current auditor, HLB Mann Judd, for reappointment and a copy of the nomination is enclosed. The Directors recommend the re-appointment of HLB Mann Judd.

5. RESOLUTIONS 8 TO 12 - ISSUE OF OPTIONS TO CURRENT AND FORMER DIRECTORS

Messrs Gillard, Becker, Brans and Fearis are current directors of the Company to whom it is proposed to issue options over shares in the Company. It is also proposed to issue options to Mr Waldemaar Mueller, who was a director of the Company from 24 October 2003 (the date of incorporation of the Company) to 26 May 2004. Mr Mueller remains a consultant to the Company.

It is proposed to issue 400,000 options to each of Messrs Gillard, Brans and Fearis and 800,000 options to each of Messrs Becker and Mueller. The purpose of the issue of options is to provide them with an incentive for future services and in the case of Messrs Becker and Mueller also as a reward for services rendered since the Company's incorporation in October 2003, particularly in identifying and helping acquire gold prospective properties in the Kyrgyz Republic. The proposed issue of these options (including the detailed terms and conditions) was disclosed in the Company's Prospectus dated 14 July 2004, pursuant to which the Company completed an initial public offer of securities and listed on ASX.

The issue of options as part of the remuneration packages of directors is an established practice of junior public listed companies and, in the case of the Company, has the benefit of conserving cash whilst properly rewarding each of the directors. Whilst the directors to whom the options are to be issued do not make a recommendation as they each have a personal interest in the proposed issues. they believe that the quantum of options together with the cash fees that they are entitled to is reasonable in the context of the size and complexity of the Company's activities and also by comparison to other similar sized mineral explorers. Messrs Calderwood and Carson, executive directors of the Company, who have no direct interest in the proposed option issues recommend that shareholders vote in favour of the resolutions.

ASX Listing Rules and the Corporations Act 2001 require shareholder approval to be obtained for the issue of options to directors. As approval for the issue of options is being sought under listing rule 10.11, approval is not required under listing rule 7.1. Information required under listing rules and the Corporations Act is presented below.

Chapter 2E of the Corporations Act 2001

Chapter 2E of the Corporations Act 2001 ("the Act") prohibits, subject to certain exceptions (none of which is relevant here), a company from giving a financial benefit to a related party of the company without prior shareholder approval.

Messrs Gillard, Becker, Brans, Fearis and Mueller are "related parties" for this purpose, whilst the issue of options to them constitutes "financial benefits" for this purpose.

In accordance with section 219 of the Act, the following information is provided to shareholders to allow them to assess whether or not it is in the Company's interests to pass resolutions 8 to 12:

• (a) Messrs Gillard, Becker, Brans, Fearis and Mueller are the related parties to whom the proposed resolutions would permit a financial benefit to be given. They are related parties of the Company by virtue of section 228 of the Act.
• $(b)$ The nature of the financial benefits to be given to these related parties is the issue of the options for nil consideration and on the terms set out in Annexure "A" to this Explanatory Memorandum.
• $(c)$ Messrs Gillard, Becker, Brans, Fearis and Mueller express no opinion and make no recommendation in respect of the resolutions that apply specifically to them. Otherwise, each of the directors recommend that shareholders approve resolutions 8 to 12 for the reasons set out in this Explanatory Memorandum and on the basis that, in their opinion, the proposed issue of options is fair and reasonable having regard to the terms of the options.
• $(d)$ Messrs Gillard, Becker, Brans, Fearis and Mueller have an interest in the outcome of these resolutions. Details of the potential benefits and costs to the Company are listed below.
• $(e)$ There is no other information known to the directors or the Company that is reasonably required by shareholders in order to decide whether or not it is in the Company's interests to pass resolutions 8 to 12. The Directors note that ASX Corporate Governance Principles and Recommendations state that non-executive directors should not be granted options as part of their remuneration package. Ultimately, shareholders will make that determination, but the Directors reiterate that options (for both executive and non-executive directors) are a cost effective means for small companies to remunerate directors that conserves cash reserves. They also provide an incentive that ultimately benefits both shareholders and the optionholder as optionholders will only benefit if the market value of the underlying shares exceeds the option strike price.

Potential Benefits - Issue of Options

If the options are issued pursuant to the proposed resolutions, the Company considers that the following benefits will arise:

• (a) Messrs Gillard, Becker, Brans, Fearis and Mueller will have a vested interest in the affairs of the Company. As options are a performance based incentive, the directors will have an incentive to ensure that the Company is able to create a successful and profitable business. The consequential increase in shareholder value and the market price of the shares of the Company will benefit all shareholders, notwithstanding the dilutionary effect on shareholders of the options being exercised.
• (b) The issue of options to Messrs Gillard, Becker, Brans, Fearis and Mueller is a non-cash form of remuneration, thus conserving the Company's cash reserves. Details of current cash remuneration pavable to each of these individuals is as follows:

Director	Position	Annual Remuneration \$
Mr Gillard	Non-executive Chairman	40,000
Mr Becker	Non-executive Director	30,000
Mr Brans	Non-executive Director	30,000
Mr Fearis	Non-executive Director	30,000
Mr Mueller	Consultant (and former non-	N/A
	executive director)	(see further note below)

• Although Messrs Gillard, Becker, Brans and Fearis were appointed as directors on 24 October 2003, 20 May 2004, 26 May 2004 and 26 May 2004 respectively, they had each agreed not to draw any fees until the Company successfully listed on ASX. The fees referred to above became pavable effective from 1 June 2004 as a result of the Company's successful listing on ASX in September 2004.
• Mr Mueller was appointed a director on 24 October 2003 and resigned on 26 May 2004. $\bullet$ During that time he was paid no fees in his capacity as either a director or consultant. Mr Mueller, a geologist, will be paid a fee in the range of \$500 to \$750 per day for future consulting services.
• Messrs Becker and Mueller have intimate knowledge of the Company's mineral properties in the Kyrgyz Republic. Both of them spend considerable amount of time in the Kyrgyz Republic and are familiar with mining legislation and government authorities. They were both instrumental in assisting the Company in acquiring its gold property interests in that country. In recognition of that assistance. Messrs Becker and Mueller were invited to and subscribed to 1,395,254 shares and 1,316,278 shares respectively in the Company at an issue price of 0.1 cents each.
• (c) Messrs Gillard, Becker, Brans, Fearis and Mueller currently have an interest in the following securities in the Company:

	Shares	Options
Mr Gillard	140,000	70,000
Mr Becker	1,395,254
Mr Brans	50,000	25,000
Mr Fearis	100,000	50,000
Mr Mueller	1,316,278	$\blacksquare$

• The securities held by Messrs Gillard, Brans and Fearis were subscribed for under the $\bullet$ Company's prospectus dated 14 July 2004 at 20 cents per share, with one free attaching option for every two shares subscribed. The options are exercisable at 20 cents each on or before 31 March 2009.
• (d) The exercise of the proposed options will provide working capital for the Company at no

significant cost. If all the options proposed to be issued to Messrs Gillard, Becker, Brans. Fearis and Mueller are ultimately exercised, an amount of \$560,000 would be raised.

Potential Costs - Issue of Options

The potential cost to the Company of the issue of an aggregate of 2.800,000 options to Messrs Gillard. Becker. Brans. Fearis and Mueller is that there will be a dilution of the issued share capital if the options are exercised.

Based on 59,518,450 shares presently on issue, the exercise of these proposed directors' options (2.8) million) would have a dilution effect of approximately 4.5% (with a corresponding increase in cash reserves of \$560,000). As there already exist 19,982,500 options exercisable at 20 cents each on or before 31 March 2009, it would be reasonable to assume that if the proposed options were to be exercised, then the existing options too would be exercised. In that case, the dilution effect would be approximately 3.4%.

If the options are exercised at a time when the market price of the Company's shares is greater than the exercise price of the options, there will be a detriment insofar as the Company will be required to issue shares at a price lower than it might otherwise have been able to, with the result that less funds will be raised

The value of options proposed to be issued is calculated using the Black and Scholes option valuation model as follows:

Exercise price of option	20 cents
Share price used (closing share price prior to preparation of this 19 cents
notice)
Risk free interest rate	5%
Length of exercise period (commencing December 2004, the likely
issue date to the expiry date of 31 March 2009)	4 years 4 months
Volatility	25%
Black and Scholes notional value	5.2 cents

The price of the Company's shares on the ASX since quotation commenced on 22 September 2004 has ranged from a low of 15.5 cents on 22 September 2004 to a high of 19.5 cents on 7 October 2004.

As noted earlier, the Company already has options on issue, exercisable at 20 cents and expiring on 31 March 2009. These are quoted on ASX and the terms are similar to the proposed options to the directors (and Mr Mueller) with the main difference being that the proposed options are not transferable and will be cancelled if the holder is not a director of or providing services to the Company as at 30 June 2005. The quoted options have traded in the range of 4.5 cents on 22 September 2004 to 5.3 cents on 22 October 2004.

It is considered appropriate to adjust the notional value calculated under Black and Scholes above and the quoted options price of 5.3 cents by a discount of 25% for the following factors:

• the options proposed for grant are not transferable;
• the options lapse if the holder ceases to be a director of the Company or is not providing consulting services to the Company or its subsidiaries as at 30 June 2005.

Using the notional value computed above and adjusted for the 25% discount for the factors stated above, the value of the proposed option issues is as follows:

	Number of options	Φ
Mr Gillard	400,000	15,600
Mr Becker	800,000	31,200
Mr Brans	400,000	15,600
Mr Fearis	400,000	15,600
Mr Mueller	800,000	31,200

The quantum of options proposed to be issued to the specified directors was calculated after considering a number of factors, including the overall capital structure of the Company (and the possible dilution in the event of exercise of the options), the responsibilities of each of the specified directors, the cash fees payable to the directors, remuneration packages in other comparable companies (including options issued by comparable companies), and the terms of the proposed options. Following that consideration, the directors also came to the conclusion that Messrs Becker's and Mueller's roles and local Kyrgyz expertise should be recognised through the issue of a greater number of options to them than the other three directors.

Further details of the terms and conditions of the options to be issued are at Appendix A to this Explanatory Memorandum. The granting of approval for the issue of options by shareholders excludes the issue of options from the calculation of the 15% limit on the further issue of securities by the Company over the next 12 months.

The options referred to in resolutions 8 to 12 will be issued free of charge and within one month after the date of this meeting.

Annexure A

• 1. Each Option entitles the holder to subscribe for and be allotted one ordinary Share. The exercise price is 20 cents per Option.
• 1. Options expire at 5.00p.m. on 31 March 2009 (the "Expiry Date"). Options are exercisable by notice in writing to the Company accompanied by payment of the exercise price.
• 1. Options are not transferable and no application will be made to the ASX for Official Quotation of the Options.
• 1. Shares will be allotted and issued pursuant to the exercise of Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the exercise price.
• 1. Shares issued upon exercise of Options will rank pari passu in all respects with existing Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Options within 3 business days after the date of allotment of those Shares.
• 1. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to the shareholders during the currency of the Options. However, the Company will send a notice to each optionholder at least 9 business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• 1. There are no rights to a change in the exercise price, or in the number of Shares over which Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
• 1. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option holder will be changed to the extent necessary to comply with the applicable Listing Rules at the time of the reorganisation.
• 1. The Company will, at least 20 business days before the Expiry Date, send notices to the optionholders stating the name of the optionholder, the number of Options held, the number of Shares to be issued on exercise of the Options, the exercise price, the due date for payment of the exercise price, and the consequences of non-payment.
• 1. If the holder of the Options is not employed by or providing consulting services to or holding office in the Company or its subsidiaries as at 30 June 2005, then those Options will be cancelled.

Shareholder
Name and address of shareholder of Perseus Mining Ltd.	Name
	Address
Appointment of Proxy
/We being a member/s of Perseus Mining Limited and entitled to attend and vote hereby appoint
		If you are not annotated a the Chainman a

The Chairman of the Meeting (mark with an " $X$ ")	OR	If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
----------------------------------------------------------	----	---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Perseus Mining Limited to be held on 10 December 2004 and at any adjournment of that meeting.

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

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

Voting directions to your proxy – please mark $\boxtimes$ to indicate your directions

Perseus Mining Limited (ACN 106 808 986)

	For	Against Abstain*
Resolution $1$ – re-election of director, R N Gillard
Resolution 2 – re-election of director, M A Calderwood
Resolution $3$ – re-election of director, C J Carson
Resolution 4 – re-election of director, A Becker
Resolution $5$ – re-election of director, R B Brans
Resolution $6$ – re-election of director, N C Fearis
Resolution 7 - Appointment of auditors
Resolution $8 -$ Issue of options to R N Gillard
Resolution 9 – Issue of options to A Becker
Resolution $10 -$ Issue of options to R B Brans
Resolution $11 -$ Issue of options to N C Fearis
Resolution $12 -$ Issue of options to W Mueller

The Chairman of the Meeting intends to vote undirected proxies in favour of each of the resolutions, except in the case of resolutions 8 to 12 where undirected proxies will be treated as abstentions.

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE - This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2

Securityholder 3

Sole Director and Sole Company Secretary

Director

Director/Company Secretary

PROXY FORM

Dated:	/2004

1 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

$\overline{2}$ Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or $(a)$ number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(b)$ return both forms together.

4 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 11am on 8 December 2004. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON: Registered Office - 30 Ledgar Road, Balcatta, Western Australia 6021

Registered Office - 30 Ledgar Road, Balcatta, Western Australia 6021 / P O Box 717, Balcatta. Western BY MAIL: Australia 6914

BY FAX (61 8) 9240 2406