PRODIGY GOLD NL — Capital/Financing Update 2005

Jun 5, 2005

TANTALUM AUSTRALIA NL

ABN 58 009 127 020

NON-RENOUNCEABLE ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable rights issue of up to approximately 142,691,251 Shares in the capital of the Company to be issued at a price of 1.5 cents per Share on the basis of 1 Shares for every 2 Shares held as at 5.00pm WST on the Record Date to raise up to approximately \$2,140,368.

THE OFFER IS PARTIALLY UNDERWRITTEN

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The securities offered by this Prospectus should be considered as speculative.

CONTENTS

• $\mathbf{1}$ . SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES
• $2.$ CORPORATE DIRECTORY
• $3.$ CHAIRMAN'S LETTER
• $4.$ DETAILS OF THE OFFER
• 1. PURPOSE AND EFFECT OF THE OFFER
• 1. RIGHTS ATTACHING TO SHARES
• 1. RISK FACTORS
• 1. ADDITIONAL INFORMATION

GLOSSARY

SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES. $\mathbf{1}$ .

Lodgement of Prospectus with ASIC	3 June 2005
Record Date	15 June 2005
Opening Date and Dispatch of Prospectus	16 June 2005
Closing Date	30 June 2005
Securities quoted on deferred basis*	1 July 2005
Deferred settlement trading ends and dispatch date	8 July 2005
*The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.

IMPORTANT NOTICES

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisers before deciding whether to accept their Entitlement.

This Prospectus is dated 3 June 2005 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The Expiry Date of the Prospectus is 3 July 2006 (Expiry Date). No securities will be allotted or issued on the basis of this Prospectus after the Expiry Date.

The Company will apply to ASX on the date of this Prospectus for official auotation by ASX of the Shares offered by this Prospectus. The Shares offered by this Prospectus should be considered speculative. Please refer to Section 7 for details relating to risk factors.

Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus. The Entitlement and Acceptance Form sets out a person's Entitlement to participate in the Offer. Shareholders may wish to apply for more Shares than the number shown on their Entitlement and Acceptance Form if Shares become available where existing Shareholders do not take up their Entitlement to participate. This may be done by completing a Shortfall Application Form.

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

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.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

$\mathbf{1}$

$2.$ CORPORATE DIRECTORY

Directors

Timothy King (Chairman) Michael Fotios (Managing Director) David Reynolds (Non-Executive Director) Aryati Sasya Ahmad Sebi (Non-Executive Phone: (08) 9315 0933 Director)

Share Registry

Security Transfer Registrars Pty Ltd * PO Box 535 APPLECROSS WA 6953 Fax: $(08)$ 9315 2233

Company Secretary

Solicitors to the Company

Peter Farrah

Registered Office

13 Mumford Place BALCATTA WA 6021

Auditors

Grant Thornton* Level 6, 256 St Georges Terrace PERTH WA 6000

Steinepreis Paganin Level 4, Next Building 16 Milliaan Street PERTH WA 6000

Pullinger Readhead Lucas* Level 1, Scott House 46-50 Kings Park Road WEST PERTH WA 6005

* These entities have not consented to being named in this Prospectus. Their names are included for information purposes only.

SECTION 3

$\overline{3}$ . CHAIRMAN'S LETTER

Dear Shareholder

This is an offer to subscribe for Shares in your Company on the basis of one new (1) Share for every two (2) Shares currently held, allocated pursuant to the Prospectus ("Offer"). The subscription price for each Share is 1.5 cents. The number of Shares to which you are entitled to subscribe is set out in the Entitlement and Acceptance Form enclosed with this Prospectus.

Management has been working hard during the year to establish a profitable tantalum and rare metals business. The focus has been on the acausition, processing and sale of concentrate sourced from Africa to create a positive cash flow to fund operating expenditure.

In addition to the African supply chain there has also been focus on progressing to establish a viable tantalum mining project in Australia and/or Africa. Opportunities have been identified in several African countries that have been sianificant historical tantalum producers and the Company has made a joint venture proposal on one government owned project area and is in the process of finalizing a second proposal with a private group. In addition, the Company is considering establishing local buying centres to further enhance the flow of concentrate for upgrade at the Balcatta Mineral Dressing facility.

The tantalum price has reached a plateau after strengthening during 2004 on the back of increased economic activity in the drivers that dictate the demand and supply of Ta₂O₅. TAA is in an excellent position to take part in any up-cycle in the world market for $To2Os$

The current ramp up of supply will require additional working capital to meet the existing and forecast demands of our customers.

The Company has recently completed a Joint Venture agreement to earn an 80% interest in the base metal and rare metal rights at the Erayinia project located about 125 kilometres east of Kalgoorlie. Previous exploration has identified a strong EM conductor down dip of base metal bearing massive sulphides intersected in shallow RC drilling. It is planned to commence drilling of this target in the next few months and to evaluate similar targets within the 35 kilometre long zone of prospectivity htta hosts the target identified above.

The Offer is partially underwritten. It closes at 5.00 pm WST on 30 June 2005.

In order to ensure that your Company has working capital to grow and has the resources to continue with its various projects and operations, I recommend the Offer to you.

If you have any queries concerning the Offer, or the action you are required to take to subscribe for Shares, please contact your financial adviser or the Managing Director, Mr Michael Fotios on (08) 6241 1888.

Yours sincerely

Timothy King Chairman

4. DETAILS OF THE OFFER

$4.1$ Offer of Shares

The Offer is being made as a pro rata non renounceable entitlement issue to holders of Shares on the basis of 1 new Share for every 2 Shares held on the Record Date.

The number of Shares to be issued is up to 142.691.251 Shares at an issue price of 1.5 cents each. The Offer will raise up to approximately \$2,140,368. The Offer is partially underwritten. The material terms of the Underwriting Agreement are set out in Section 8.2.

In the calculation of any Entitlement, fractions will be rounded up to the nearest whole number.

$4.2$ Shortfall

The Directors reserve the right to issue at their discretion the Shortfall (if any) within 3 months of the Closing Date. The offer of the Shortfall is a separate offer pursuant to this Prospectus made to the Shareholders. The issue price of any Shares offered pursuant to the Shortfall Offer shall be 1.5 cents, being the price at which the Entitlement has been offered to Shareholders pursuant to this Prospectus. Neither the Underwriters nor the Directors can guarantee that any application to participate in the Shortfall Offer will be successful.

In relation to the Shortfall Offer the Underwriters have the right to require the Directors to accept or reject a Shortfall Application in whole or in part under the terms of the Underwriting Agreement. If the number of Shares allotted is fewer than the number applied for, surplus application monies will be refunded in full. Interest will not be paid on monies refunded.

Two of the three Underwriters are Directors (Messrs Fotios and King). They have confirmed that they will ensure that all Shortfall Applications will be dealt with in a fair and equitable manner having regard to the applicant's shareholding in the Company relative to the shareholdings in the Company of Messrs Fotios and King and other Shortfall Applicants.

4.3 How to Accept the Offer and Apply for Shortfall

Your acceptance of the Offer must be made on the "Entitlement and Acceptance Form" attached to or accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be the maximum Entitlement.

You may participate in the Offer as follows:

• $(a)$ if you wish to accept your Entitlement in full:
• $\left{ i\right}$ complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
• attach your cheque for the amount indicated on the $(ii)$ Entitlement and Acceptance Form; or

• $(b)$ if you wish to accept part of your Entitlement only:

• $\mathbf{ii}$ fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form: and

• $(ii)$ attach your cheque for the appropriate application monies (at 2 cents per Share); or
• $(C)$ if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything:
• $(d)$ to apply for additional shares forming part of the Shortfall please complete the "Shortfall Application Form". The same payment terms apply to applications for Shares under the Shortfall as apply for Shares accepted as part of your Entitlement.

If you wish to participate in the Offer and apply for Shares under the Shortfall you must forward the completed Entitlement and Acceptance Form and Shortfall Application Form, together with your cheque drawn on an Australian bank or bank draft made pavable in Australian currency to "Tantalum Australia NL -Subscription Account" and crossed "Not Negotiable" for the appropriate amount, to the Company in the enclosed envelope at the following address:

Security Transfer Reaistrars Pty Ltd PO Box 535 APPLECROSS WA 6953

$\alpha$

Tantalum Australia NI 13 Mumford Place BALCATTA WA 6021

Your completed Entitiement and Acceptance Form and Shortfall Application Form (if applicable) and cheque must reach the Company's share reaistry no later than 5pm WST on the Closing Date.

You must note that the Offer is non renounceable so that a holder of Shares may not sell or transfer all or part of their Entitlement.

4.4 Australian Stock Exchange Listing

Application for official auotation by ASX of the Shares the subject of the Offer will be made on the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus, (or such period as is varied by the ASIC), none of the Shares offered by this Prospectus will be allotted and issued and the Company will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the Shares offered pursuant to this Prospectus is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

Quotation, if aranted, of the Shares offered by this Prospectus will commence as soon as practicable after statements of holdings for the Shares are dispatched.

$\overline{4.5}$ Minimum Subscription

The minimum subscription in respect of the Offer is \$1,545,000. No Shares will be allotted or issued by this Prospectus in respect of the Offer until the minimum subscription has been received. If the minimum subscription is not achieved within 4 months after the date of issue of this Prospectus, the Company will either repay the application monies received pursuant to the Offer to the Applicants or issue a supplementary or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their application monies.

4.6 Allotment of Shares

Shares issued pursuant to the Offer will be allotted within 6 Business Days after the Closina Date.

Pending the issue and allotment of the Shares or payment of refunds 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.

Residents Outside Australia and New Zealand 4.7

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Hence Shares offered pursuant to this Prospectus are only made available to those Shareholders at the Record Date with registered addresses in Australia or New Zealand. For that reason, the Offer is not being extended, and does not qualify for distribution or sale, and Shares will not be issued, to a Shareholder with a reaistered address which is outside Australia and New Zealand.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlement under the Offer.

4.8 Taxation Implications

The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of applying for Shares under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation positions of Shareholders. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Shareholders who should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Offer.

4.9 Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company's share reaistry). The Company collects, holds, and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its reaistry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules.

4.10 Enaulries

Any questions concerning the Offer should be directed to:

Mr Michael Fotios on (08) 6241 1888

or to:

Tantalum Australia NL

13 Mumford Place BALCATTA WA 6021 Australia

Telephone: 61 8 6241 1888 Facsimile: 61862411811

Email: administration@tantalumaustralia.com

Web Address: www.fanfalumaustralia.com

5. PURPOSE AND EFFECT OF THE OFFER

$5.1$ Purpose of the Offer

The purpose of the Offer is to raise up to approximately \$2,140,368. The proceeds from the Offer will be used for the following activities:

Description	Minimum Subscription (\$)	Maximum Subscription (5)
Exploration at Binneringie and Mt Deans	30,000	100,000
Exploration at Erayinia	100,000	200,000
Metallurgical assessment at Brockman	40,000	80,000
Tantalum Concentrate procurement in Africa	250,000	450,000
SOM Research and Development	25,000	50,000
Working Capital and Debt reduction	1,000,000	1,160,368
Expenses of the offer	100,000	100,000
ESTIMATED TOTAL	1,545,000	2,140,368

In the event that the amount subscribed for under the Offer is areater than \$1,545,000 and less than \$2,140,368 the Company will scale back its intended use of funds had the Offer been fully subscribed in the following order:

• $(a)$ from exploration at Binneringie and Mt Deans by up to \$70,000;
• $(b)$ from SOM Research and Development by up to \$25,000;
• $\overline{c}$ from working capital by up to \$160,368;
• $(d)$ from exploration at the Erayinia Project by up to \$100,000;
• $(e)$ from metallurgical assessment at Brockman by up to \$40,000; and
• $(f)$ from tantalum concentrate procurement in Africa by up to \$200,000.

The use of funds set out above is a "best estimate" only. It is important to recognize that the use of funds may be subject to change in line with results, circumstances and other opportunities.

$5.2$ Effect of the Offer on the Company

The principal effect of the Offer on the Company will be to:

• $(a)$ increase cash reserves by approximately \$2,040,368 immediately after completion of the Offer and payment of the estimated expenses of the Offer, assuming the Offer is fully subscribed; and
• increase the number of Shares on issue from 285,382,502 Shares as at the $(b)$ date of this Prospectus, to 428,073,753 Shares, assuming all Shares offered under this Prospectus are issued.

Set out below is an unaudited consolidated pro forma Statement of Financial Position for the Company as at 30 April 2005 incorporating the effect of the Offer assuming the Offer is fully subscribed.

Pro Forma Unaudited Consolidated Statement of Financial Position as at 30 April 2005

Consolidated Consolidated Statement of Statement of Financial Financial Proposed Share Issue Position as at 30 April 2005 $@1.5$ cents \$ \$ \$ Notes Current Assets Cash assets 2,040,368 8,686 Receivables 216,458 Inventories 189,663 189,663 1,778,054 1,778,054 Property, plant & equipment ı $\overline{2}$ Exploration, evaluation 2,636,531 2,636,531 development Other 52,183 4,881,575 Total Current Assets 2,040,368 Non-Current Assets Receivables 699,847 897,457 897,457 Property, plant & equipment Exploration, evaluation 1,554,925 1,554,925 development Intangible assets Total Non-Current Assets 3,152,229 3,152,229 Total Assets 8,033,804 2,040,368 Current Liabilities Payables 1,495,013 111,379 Interest-bearing liabilities 111,379 Provisions 104,444 104,444 Total Current Liabilities 1,710,836 1,710,836 Non-Current Liabilities 703,522 Provisions Total Non-Current Liabilities 703,522 Total Liabilities 2,414,358 Net Assets 5,619,446 2,040,368 7,659,814			Pro Forma
		Unaudited	Unaudited
			Position as at
			30 April 2005
			2,049,054
			216,458
			52,183
			6,921,943
			699,847
			10,074,172
			1,495,013
			703,522
			703,522
			2,414,358
	Equity
Contributed equity 43,886,157 2,040,368			45,926,525
Accumulated Losses $-38,266,711$			$-38,266,711$
Total Equity 5,619,446 2,040,368			7,659,814

Note 1: The Company has entered into an agreement for the sale of surplus items of plant and equipment at its Dalgaranga and Gascoyne plant sites. The Company is endeavouring to conclude the payment terms of the agreement. If negotiations cannot be resolved satisfactorily, the Company expects to be able to sell the items of plant and equipment within the next year to other interested parties. The above value represents the written down value of the items of plant and equipment as at 30 April 2005.

Note 2: On 4 February 2005 the Company granted an option to Accent Resources NL (Accent) to purchase the Company's aold tenements at Meekatharra and Norseman in Western Australia and Clermont in Queensland. On 28 February 2005 Accent Resources exercised the option and a nonrefundable deposit of \$250,000 was subsequently paid to the Company.

Accent lodged a prospectus with ASIC on 1 June 2005 and is proposing to conduct an initial public offer to raise a total of \$4,000,000 (minimum amount \$3,000,000) and list on ASX in mid July 2005.

The total consideration payable by Accent to the Company is as follows:

• $(a)$ non-refundable deposit of \$250,000; and
• $(b)$ immediately prior to listing on ASX:
• an additional cash amount of \$750,000; $\prod$
• $(ii)$ 7.5 million shares in Accent at 20 cents each; and
• 3.75 million options in Accent exercisable at 20 cents each with $(iii)$ an expiry date 4 years from the date of issue.

Effect of offer on the Capital Structure of the Company $5.3$

A table showing the changes in the capital structure of the Company as a consequence of the Offer is set out below. This assumes that the Offer is fully subscribed.

No. Shares
285,382,502	Shares on issue at 30 April 2005	43,886,157
142,691,251	Shares to be issued pursuant to this Prospectus	2,140,368
	Expenses of the Offer	100,000
428,073,753	Total issued capital after completion of the Offer	45,926,525

Capital Structure of the Company After Completion of the Offer

RIGHTS ATTACHING TO SHARES 6.

The following is a summary of the more significant rights attaching to Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Company's Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

$6.1$ General Meetinas

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

$6.2$ Votina Riahts

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• $(a)$ each Shareholder entitled to vote may vote in person or by proxy, attorney or representative:
• on a show of hands, every person present who is a Shareholder or a $(b)$ proxy or representative of a Shareholder has one vote in respect of each Share held by him; and
• $\left( c\right)$ on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

Dividend Rights $6.3$

The Directors may from time to time declare a dividend to be paid to Shareholders entitled to the dividend. The dividend shall (subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividends) be payable on all shares in accordance with the Corporations Act. The Directors may from time to time pay to the Shareholders such interim dividends as they may No dividends shall be payable except out of profits. determine. $\mathsf{A}$ determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Winding-Up $6.4$

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide amona the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, yest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, shares classified by ASX as restricted securities and which are subject to escrow restrictions at the time of the commencement of the winding up shall rank in priority after all other shares.

$6.5$ Transfer of Shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the reaistration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.

$6.6$ Future Increase in Capital

Shareholders in general meeting may from time to time increase the Company's authorised share capital. The allotment and issue of any new shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Constitution and the Corporations Act, the Directors may issue Shares as they shall, in their absolute discretion, determine.

$6.7$ Variation of Rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abroaate the rights attaching to shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

$\overline{z}$ RISK FACTORS

$7.1$ General

The Shares offered under this Prospectus should be considered speculative because of the nature of the Company's business. This Section contains a number of risk factors that may have a material impact on the financial performance of the Company and the market price of the Company's shares. This list is not exhaustive and potential applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Shares.

$(a)$ General Economic Climate Risks

Factors such as inflation, currency fluctuations, interest rates, supply and demand of capital and industrial disruption have an impact on business costs, commodity prices and stock market prices. The Company's operations, business and profitability can be affected by these factors. which are beyond the control of the Company.

$(b)$ Share Market Risks

There are general risks associated with any investment in the stock market. The price of the Company's Shares guoted on ASX will be subject to varied and often unpredictable influences on the market for equities in general. The market price of the Shares could be subject to significant fluctuations due to various facts and events, including any regulatory or economic changes affecting the Company's operations, variations in the Company's operating results, the prices for its products, developments in the Company's business or its competitors, or to changes in the market sentiment toward the Shares. The Company's operating results and prospects from time to time may be below the expectations of market analysts and investors. In addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market prices for securities and which may be unrelated to the Company's operating performance. Any of these events could result in a decline in the market price of the Shares from time to time.

$\left( c\right)$ Regulatory Environment Risks

The Company's business activities are not subject to any industry specific or unusual company reaulations or laws. However, this does not preclude the possibility of legislation being passed in the future which may adversely affect the operations of the Company.

$(d)$ New Business Risks

The Company may, from time to time, introduce new or expanded business initiatives in order to generate additional revenues, and respond to competition. There can be no augrantee that these new business initiatives will be successful.

$(e)$ Competition Risks

The Company operates in the competitive international market for rare metals concentrate and metal inaot. In this market it competes with companies of varying size and financial capacity. Failure to win continued support of its customers and/ or suppliers may have an adverse financial impact on the Company.

$(f)$ Insurance Risks

The Company maintains insurance which the Directors consider to be appropriate having considered the industry in which the Company operates. However, there may be circumstances where the Company's insurance will not cover, or be adequate to cover, the consequences of certain events, or where the Company may become liable for operational hazards against which it either cannot insure or may elect not to insure because of high premium costs. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on the business, operations and financial position of the Company. Moreover, there can be no assurance that the Company will be able to maintain adequate insurance in the future at rates the Directors consider commercially reasonable.

$(q)$ Other External Risks

The Company's operations and projects may be influenced by economic and political events, trends and developments which are outside the control of the Company, including war, terrorism, major health epidemics and civil unrest.

$(h)$ Capital Markets Risks

The Company may seek from time to time to raise funds on the capital markets. The stability of the capital markets can vary dramatically over short periods of time. Hence, there is a risk associated with underwritten fund raising until the funds have been raised in full. In the event that the fund raising failed during the fimetable specified, the Company would be required to rely upon reserves and its ability to attract alternative funding arrangements under a duress situation.

$\mathbf{u}$ Purchase Risks

The Company intends to source tantalum concentrate from miners in Africa in order to assist it to meet contractual obligations to deliver tantalum concentrate. This supply chain relies upon the ability of the Company to reliably acquire sufficient quantities, in sufficient arades, at a commercial price and the ability to export from a number of southern African countries to mineral dressing facilities in Australia in a timely and cost effective manner.

$\mathbf{u}$ Supply Risks

The Company intends to enter, and has entered, into a number of agreements to supply tantalum and niobium concentrates to customers. The ability of the Company to fulfil these obligations depends on a range of factors, including the ability to source the concentrate as detailed in Purchase Risks above. the levels of inventory and transportation schedules.

$(k)$ Agreement Risks

The Company is party to a series of agreements to sell tantalum concentrate, and to buy and sell refined metal inaots. These agreements are with entities in Europe and the United States. The ability of the Company to fulfill these obligations depends on the ability to source economic quantities of tantalum concentrate. The Company also depends on these agreements being maintained according to the agreement terms by each counter-party, including ordering agreed volumes of concentrate and metal ingots.

$\left{ \left\vert {}\right\rangle \right}$ Key Personnel Risks

The Company's prospects depend in part on the ability of its executive officers and senior management to operate effectively, both independently and as a group. To manage its growth, the Company must attract and retain additional highly qualified management, technical, sales and marketing personnel and continue to implement and improve operational, financial and management information systems.

$(m)$ Exploration and Production Risks

Exploration and production may be hampered by mining, heritage and environmental legislation, industrial disputes, cost overruns, land claims and compensation, and other unforeseen contingencies. The success of the Company also depends on the delineation of economically minable reserves, access to required development capital, movement in the price of commodities, securing and maintaining title to its exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration and production activities.

Exploration and production on the Company's existing exploration and mining tenements may be unsuccessful or minable resources may become depleted, resulting in a reduction of the value of those tenements, diminution in the cash flow and cash reserves of the Company and possible relinquishment of the exploration and mining tenements.

Weather conditions over a prolonged period can adversely effect exploration, production, mining and drilling operations and the timing of earning revenues.

Whether or not income will result from projects undergoing exploration and development programs depends on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades, and commodity prices affect successful project development, as does the design and construction of efficient processing facilities, competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced consultants.

$(n)$ Research & Development Risks

The Company is undertaking a research and development project with Boston University. The Company will be obliged to meet certain research and development costs during the life of the project which is to investigate and develop a new downstream process for metal extraction. The process has not previously been explored. The risk of failing to perfect such a process is considered as high and there is no guarantee that the research will result in developing commercially viable technology.

$(0)$ Environmental Risks

Mining is an industry which has become subject to increasing environmental responsibility and liability. The potential for liability is an ever-present risk. The use and disposal of chemicals in the mining industry is under constant legislative scrutiny and regulation.

Native Title Risks $(D)$

The effect of the present laws in respect of native title that apply in Australia is that mining tenement applications and existing tenements may be affected by native title claims or procedures. This may preclude or delay arantina of exploration and mining tenements and considerable expenses may be incurred negotiating and resolving issues. The presence of Aboriginal sacred sites on tenements held by the Company or its subsidiaries may limit or preclude exploration or mining activity within the sphere of influence of those sites and delays and expenses may be experienced in obtaining clearances.

$(a)$ Customer Credit Risks

The Company relies on the ability of its customers to meet the payments under the credit terms specified in the contracts of sale. Whilst the Directors have no reason to believe that the Company's customers are or will be unable to meet their payment obligations, there can be no assurance that circumstances beyond the Company's control might arise which would adversely affect the ability of those customers to do $SO₁$

$(r)$ Retention of key business relationships Risks

The Company relies significantly on several strategic relationships with other entities in the international rare metals industry, including customers and suppliers. There can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed. The Company could be adversely affected by changes to such relationships or difficulties in forming new ones. Any circumstance which causes the early termination or non-renewal of one or more of these key customer relationships or agreements could adversely impact the Company, its business, operating results and prospects.

$(s)$ Currency and Exchange Rate Fluctuations

The exchange rate between various currencies may fluctuate substantially and the results of these fluctuations may have a material adverse impact on the Company's operating margins, results of operations and financial position. In particular, the Company holds agreements to purchase and sell tantalum concentrate and metal ingots that are denominated in US dollars. However, the back-to-back nature of these agreements will provide some level of protection for the Company from exchange rate movements.

$(1)$ Permits and Licences Risks

Tantalum Australia's mining and process activities are dependent on the arant of appropriate licenses, concessions, leases, permits, planning and regulatory consents which may be withdrawn or made subject to conditions. Although the Company believes that the licenses, consents and permits it holds will be renewed, if required, according to current applicable laws, there can be no assurance that they will be renewed or as to the terms of any such renewal.

$(U)$ Country/Sovereign Risks

Although it is generally regarded the countries that the Company has dealings with are stable, it is not possible to guarantee that the current investment climate will continue if social or political upheaval or a change in leadership occurs. Possible sovereign risks include changes in the taxation rate or in current taxation concessions and changes in the ability to enforce legal rights.

$(v)$ Contract Risk

The Company enters into contracts with various parties as part of its business activities. In the event the other parties fail to meet their contractual obligations the Company may be exposed to a financial loss on the transaction.

8. ADDITIONAL INFORMATION

$8.1$ Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is reauired to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a prospectus for "continuously quoted securities". In general terms prospectuses for "continuously quoted securities" are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires 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 before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

• it is subject to regular reporting and disclosure obligations; $(a)$
• $(b)$ copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC: and
• it will provide a copy of each of the following documents, free of $\left( \bigcirc \right)$ charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• ${i}$ the annual report of the Company most recently lodged with $ASIC:$

• any half yearly financial report lodged with the ASIC by the $(ii)$ Company after lodament of the annual report and before lodgment of this Prospectus; and

• any continuous disclosure notices given by the Company after $(iii)$ lodgment of the annual report with ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

The Company has lodged the following announcements with the ASX since the lodgment of the Annual Report for the year ended 30 June 2004:

Description of Announcement

12 October 2004	Commences shipments to China
27 October 2004	Notice of Annual General Meeting
27 October 2004	Annual Report
1 November 2004	First Quarter Activities and Cashflow
10 November 2004	Proposal for SGW Tantalum Assets
15 November 2004	Appendix 3B
15 November 2004	Issue of Securities Without a Disclosure Document
4 January 2005	Amended Appendix 3B - New Issue
28 January 2005	JV Progress Report - BHP Billiton - Gascoyne JV
31 January 2005	Second Quarter Activities and Cashflow Reports
17 March 2005	Half Year Accounts
23 March 2005	African Concentrate Shipments Commence
7 April 2005	Erayinia Project JV
28 April 2005	Third Quarter Activities and Cashflow Report

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

$8.2$ Material Contracts

Underwriting Agreement

On 3 June 2005, the Company entered into an Underwriting Agreement with the Underwriters pursuant to which the Underwriters have agreed to partially

underwrite the Offer in consideration of the payment by the Company to the Underwriters of fees stated in Section 8.8 plus reimbursement of reasonable costs and expenses incidental to the Offer.

In the event of the happening of any one or more of the following contingencies prior to the issue and allotment of the Underwritten Shares, the Underwriters may, at any time after becoming aware of that contingency without cost or liability to itself, by notice in writing to the Company, terminate the Underwriting Agreement and be relieved of all of their obligations, but no such notice shall operate to the prejudice of any liability of the Underwriters arising out of any prior default by it hereunder. Any delay in giving the notice shall not be treated as a waiver of these rights and a further notice or notices may be given notwithstanding that subsequently the relevant contingency ceases to exist and notwithstanding any activity on the part of the Underwriters which is consistent with the performance by them of their obligations. The contingencies referred to are:

• $(a)$ the All Ordinaries index of the ASX as determined at close of trading falls to a level that is 90% or less of the level at the close of trading on the execution date of the Underwriting Agreement and remains at or below that level for 5 consecutive Business Days:
• the Dow Jones Industrial Index as determined at the close of trading falls $(b)$ to a level that is 90% or less of the level at the close of trading on the execution date of the Underwriting Agreement and remains at or below that level for 5 consecutive Business Days:
• $\lfloor$ C) the approval of the ASX to official quotation of the Shares the subject of the Offer being refused or not being granted;
• $(d)$ the Company or any officer of the Company contravening in any matter of substance any provision of its Constitution, the Corporations Act or the Corporations Regulations or any other material legislation or any of the Listing Rules;
• $(e)$ the Company or any corporation related to the Company altering or announcing any intention to alter its capital structure or its Constitution without the prior approval of the Underwriters:
• the Company or any corporation related to the Company being wound $(f)$ UD:
• any meeting being called to consider a resolution for the winding up of $(g)$ the Company or any corporation related to the Company;
• $(h)$ any proceedings being commenced against the Company or any corporation related to the Company for its winding up;
• $\left( \left| \right| \right)$ the Company being placed under official management or an inspector being appointed with respect to it or a receiver or manager of any of its assets being appointed pursuant to the Corporations Act:
• the Company committing any material breach of the Underwriting $\prod$ Agreement or failing to carry out any of its material obligations under the Underwriting Agreement;

• $(k)$ any Director being charged with an indictable offence relating to any financial or corporate matter;

• $(1)$ any of the statements, reports, representations, matters or things made to the Underwriters prior to the execution date of the Underwriting Agreement being or becoming incorrect in any material respect or of any material matter being found not to have been disclosed to the Underwriters prior to the execution of the Underwriting Agreement;

• $(m)$ any law or reaulation being introduced into the Parliament of the Commonwealth of Australia or any of the legislatures of the States or Territories of Australia or any prospective law or other measure being passed or becoming effective, having the effect of restricting capital issues or company profits or imposing any excess profits tax or imposing any other measure which may substantially affect the financial position or prospects of the Company or the success of the issue of the Shares the subject of the Offer;
• $(n)$ the occurrence, in the opinion of the Underwriters, of any material adverse change in the condition or financial position of the Company;
• there is made public any item, transaction or event of a material nature $(0)$ not previously made public, which could reasonably be expected to effect adversely in a material way the outcome of the issue of the Shares the subject of the Offer; and
• $(p)$ there is, in the opinion of the Underwriters, any material breach of the covenants referred to in clause 3 of the Underwriting Agreement.

The Company has agreed to indemnify the Underwriters against loss and damage caused by any matter attributable to the Company and has provided usual warranties on its capacity, this Prospectus and disclosure of information to the Underwriters.

The Underwriters may in their discretion nominate allottees for the Underwritten Shares.

8.3 Directors' Underwriting

On 3 June 2005 Michael Fotios ATF Michael Fotios Family Trust, Austminex NL (a company in which Michael Fotios has a relevant interest) and Rexfam Consulting Pty Ltd (a company in which Timothy Kina has a relevant interest) entered into the Underwriting Agreement with the Company in relation to this Offer.

Under the Underwriting Agreement:

• $(a)$ Rexfam Consulting Pty Ltd has an underwriting commitment to subscribe for \$400,000 of any Shortfall:
• $(b)$ Michael Fotios ATF Michael Fotios Family Trust has an underwriting commitment to subscribe for \$133,250 of any Shortfall; and
• $\lfloor$ C Austminex NL has an underwriting commitment to subscribe for \$11,750 of any Shortfall.

No underwriting fee will be paid in respect of the underwriting commitments described in this Section 8.3.

84 Conversion of Debt to Eauity

The Company has entered into agreements with Rexfam Consulting Pty Ltd (a company in which Timothy Kina has a relevant interest), Michael Fotios ATF Michael Fotios Family Trust and Austminex NL (entities controlled by Michael Fotios) in which those parties agree that:

• in respect of fees and loan funds owed to Rexfam Consulting Pty Ltd by $(a)$ the Company at the date on which Rexfam Consulting Pty Ltd is obliged to satisfy its underwriting commitment, being a total of \$285,975, this amount will be wholly or partially offset against the subscription amounts for Shares applied for by Rexfam Consulting Pty Ltd in respect of its underwriting commitment in relation to this Offer on a dollar for dollar basis. Accordingly, Rexfam Consulting Pty Ltd will only be obligated to provide application monies in respect of its underwriting commitment to the extent that those commitments exceed the fees and loan funds owed to Rexfam Consulting Pty Ltd as at the date on which Rexfam Consulting Pty Ltd is obliged to satisfy its underwriting commitment; and
• $(b)$ in respect of fees and loan funds owing to Michael Fotios ATF Michael Fotios Family Trust and Austminex NL by the Company, being a total of \$146,404, at the date on which these entities are obliged to satisfy their underwriting commitment, this amount will be wholly or partially offset against the subscription amounts for Shares applied for by Michael Fotios Family Trust and Austminex NL in respect of their underwriting commitments in relation to this Offer on a dollar for dollar basis. Accordingly, Austminex NL and the Trust will only be obligated to provide application monies in respect of their underwriting commitment to the extent that those commitments exceed the fees and loan funds owed to Austminex NL and the Trust as at the date on which they are obliged to satisfy their underwriting commitment.

8.5 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• the promotion or formation of the Company: or $(a)$
• $(b)$ property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer of Shares pursuant to this Prospectus; or
• $\left( c\right)$ the offer of Shares pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the Company or offer of Shares pursuant to this Prospectus.

Directors' interest in securities of the Company at the date of this Prospectus are:

Name of Director	Ordinary Shares
Timothy King-	7.007.556
Michael Fotios	11.816.217
Sasya Sebi	٠
David Reynolds	٠

Due to the above shareholding. Timothy King and his associated entities have an Entitlement to subscribe for an additional 3.503.778 Shares, In addition, as set out above, Rexfam Consulting Pty Ltd, a company in which Timothy King has a relevant interest, has entered into the Underwriting Agreement to subscribe for up to 26,666,667 Shares not taken up by Shareholders under this Offer. As a result, Timothy King's relevant interest in the Company may increase from 2.45% to 8.68% being a total of 37.178.001 Shares in the Company, assuming Timothy King and his associated entities subscribe for their full Entitlement and Rexfam Consulting Pty Ltd is required to subscribe for its full commitment under the Underwriting Agreement.

Due to the above shareholding, Michael Fotios and his associated entities have an entitlement under this Offer to subscribe for an additional 5.908.108 Shares.in the Company. In addition, as set out above, Michael Fotios ATE Michael Fotios Family Trust and Austminex NL, a company in which Michael Fotios has a relevant interest, have entered into an Underwriting Agreement to subscribe for up to 9,666,667 Shares not taken up by Shareholders under this Offer. As a result, Michael Fotios' relevant interest in the Company may increase from 4.14% to 6.40% being a total of 27.390.992 Shares in the Company, assuming Michael Fotios and his associated entities subscribe for their full Entitlement and Michael Fotios ATF Michael Fotios Family Trust and Austminex NL are required to subscribe for their full commitments under the Underwriting Agreement.

The Constitution of the Company provides that the Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Directors and in default of agreement then in equal shares. In the last two years, \$236,000 (2005 financial year) and \$212,534 (2004 financial year) has been accrued or paid by the Company by way of remuneration for services provided by the Directors, companies associated with the Directors or their associates in their capacity as directors, consultants or advisers. Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

8.6 Interests of Experts

Other than as set out below or elsewhere in this Prospectus, no expert nor any firm in which such an expert is a partner, has or had within two years before the lodgement of this Prospectus with the ASIC, any interest in:

• the promotion or formation of the Company; or $(a)$
• $(b)$ property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer of securities pursuant to this Prospectus; or
• $\mathcal{L}$ the offer of securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or shares or otherwise) to any expert or to any firm in which any such expert is a partner. either to induce him to become, or to qualify him as, an expert or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the Company or the offer of Shares pursuant to this Prospectus.

Steinepreis Paganin act as solicitors to the Company. Steinepreis Paganin will be paid approximately \$7,500 for services in relation to this Prospectus. In the last two years, Steinepreis Paganin has been paid fees of approximately \$53,891 for services to the Company.

$8.7$ Consent to Being Named in this Prospectus

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

8.8 Estimated Expenses of Offer

The estimated expenses of the Offer are as follows:

Expense	S
Underwriting fees	60,000
Listing Costs	10,000
Legals	7,500
Printing & Mailing	12,500
Other	10,000
	100,000

8.9 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company's Shares on ASX during the 3 months immediately preceding the date of lodgment of this Prospectus with the ASIC and the respective dates of those sales were:

Lowest: 1.5 cents per fully paid Share on 2 June 2005

Highest: 4.8 cents per fully paid Share on 3 March 2005

The latest available closing sale price of the Company's Shares on ASX prior to the lodgment of this Prospectus with the ASIC was 1.5 cents per Share on 2 June 2005.

8.10 Directors' Consent

Each Director has consented in writing to the lodgement of this Prospectus with the ASIC.

Signed on behalf of the Directors pursuant to a resolution of the Board.

Michael Fotios Managing Director

GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Stock Exchange Limited (ACN 008 624 691).

Business Day means a day on which trading takes place on the stock market of ASX.

CHESS means ASX Clearing House Electronic Sub-reaistry System.

Closing Date means the closing date for receipt of Entitlement and Acceptance Forms under this Prospectus (unless extended).

Company or TAA means Tantalum Australia NL (ABN 58 009 127 020).

Constitution means the Company's Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Directors means Directors of the Company at the date of this Prospectus.

Dollar or S means Australian dollars.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the application form either attached to or accompanying this Prospectus.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

Offer means the offer of Shares referred to in the "Details of the Offer" section 4 of this Prospectus.

Option means an option to acquire a Share.

Prospectus means this Prospectus.

Record Date means 5pm (WST) on 15 June 2005.

Share means a fully paid ordinary share in the capital of the Company and where the context permits means the Shares the subject of the Offer.

Shareholders means shareholders of the Company.

Share Registry means Security Transfer Registrars Pty Ltd.

Shortfall means the number of Shares comprising the difference between the Shares, the subject of the Offer, and the number of Shares for which valid applications have been received and accepted by the Company.

Shortfall Application Form means the Shortfall Application Form attached to this Prospectus.

Shortfall Closing Date means 30 June 2005, or such earlier date as determined by the Directors in consultation with the Underwriter in their discretion.

Shortfall Offer means the offer for the Shortfall made pursuant to this Prospectus.

Underwriters means John Featherby, Rexfam Consulting Pty Ltd, Austminex NL and Michael Fotios as trustee for the Michael Fotios Family Trust.

Underwriting Agreement means the agreement entered into between the Company and the Underwriters on 3 June 2005 whereby the Underwriters agreed to underwrite the Offer.

WST means Western Standard Time.

ENTITLEMENT AND ACCEPTANCE FORM

THIS DOCUMENT IS IMPORTANT. FOR AN EXPLANATION OF YOUR ENTITLEMENTS AN APPLICATION INSTRUCTIONS PLEASE READ THE PROSPECTUS AND THE BACK OF THIS FORM.

TANTALUM AUSTRALIA NL

ABN 58 009 127 020

SHARE REGISTRY

Security Transfer Reaistrars Pty Ltd, PO Box 535, Applecross, WA, 6953

RIGHTS ISSUE

Non-renounceable entitlement issue of Shares at an issue price of 1.5 cents each on the basis of 1 Share for every 2 Shares held at the Record Date.

Closing Date - 5.00pm Western Australian Standard Time on 30 June 2005

NAMF Holder Identified Number (HIN): Shareholder Reference Number (SRN): Entitlement Number: Sub-Reaister:

Shares held on Record Date 15 June 2005	Entitlement to Share on for 2 basis	Amount payable @ 1.5 cents per Share for	No. of entitled Shares to be taken up	Amount enclosed @ 1.5 cents per Share
		Entitlement	۰Α.

RETURN OF THIS DOCUMENT WITH THE REQUIRED ACCEPTANCE MONIES WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED BEING SUBJECT TO RECEIPT OF CLEARED FUNDS.

The entitlement and acceptance from should not be relied upon as evidence of the current Entitlement of the person named in the entitlement and acceptance form.

PLEASE ENTER CHEQUE	DRAWER	BANK	BRANCH BSB NO.	AMOUNT
DETAILS

My / Our contact number(s) in the case of inauiry are: Telephone: () [2010] Facsimile: (2010)

NOTE: Cheques should be made payable to "Tantalum Australia NL - Subscription Account", be crossed "NOT NEGOTIABLE" and be forwarded to either Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, WA, 6953 or to Tantalum Australia NL, 24 Mumford Place, Balcatta, WA, 6021 to arrive no later than 5,00pm Western Australian Standard Time on 30 June 2005.

To the Directors, Tantalum Australia NL

I / We the above mentioned, being registered on 15 June 2005, the holder(s) of ordinary shares in the Company hereby accept the Shares issued in accordance with the enclosed Prospectus;

1/ We enclose my / our cheque made payable to "Tantalum Australia NL - subscription Account", for the amount shown being payment at the rate of 1.5 cents per Share;

I / We hereby authorize you to place my / our names on the reaister of shareholders in respect of the number of Shares allotted to me / us and;

I/We agree to be bound by the Constitution of the Company.

Issuer Sponsored Holders, if a change of address is to be recorded, please complete the box below. New Address:

Sianature(s): 2000 Date:

CHESS Holders, please send any change of address or correction to shareholder's name to your sponsoring participant

OFFER CLOSES 5,00PM WESTERN AUSTRALIAN STANDARD TIME, 30 JUNE 2005

EXPLANATION OF ENTITLEMENT

• The front of this Form sets out the number of Shares which you are entitled to $\mathbf{L}$ accept. Your entitlement has been calculated on a 1 for 2 basis with fractions rounded up to the nearest whole Share.
• $\mathcal{D}_{\mathcal{L}}$ Your Entitlement may be accepted either in full or in part. There is no minimum acceptance.
• 1. The price payable on acceptance of each Share is 1.5 cents.

You may accept your entitlement in full (subject to there being a short fall and allocation by the Underwriter) by completing the Entitlement and Acceptance Form.

INSTRUCTIONS ON COMPLETING THIS FORM

• Applications of Shares must be accompanied by payment in full of the total $\mathbf{L}$ price of \$0.015 per Share.
• $\overline{2}$ Payments will only be accepted in Australian currency and as follows:
• Bank Cheaue drawn on and payable at any Australian bank; or
• Personal cheque drawn on and payable at any Australian bank.
• 1. Cheques or bank cheques should be made payable to "Tantalum Australia NL - Subscription Account", and crossed "Not Negotiable". Shareholders must not forward cash. Receipts for payment will not be issued or forwarded.
• $\overline{4}$ An appropriate reply paid envelope is enclosed with the Prospectus.
• 1. Acceptances must be received by either Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, WA, 6953 or Tantalum Australia NL, 24 Mumford Place, Balcatta, WA, 6021 to arrive not later than 5.00pm Western Australian Standard Time on 30 June 2005.
• Before completing this Form, the Prospectus should be read carefully. 6.
• $7¹$ This Form will not be valid if another name is substituted for the name printed on the Form

ENQUIRIES

Any enquiries as to how to deal with this Form can be directed to the Company's Share Reaistry,

SHARE REGISTRY

Security Transfer Reaistrars Pty Ltd. PO Box 535 Applecross WA 6953

Telephone: (08) 9315 2333 Facsimile: (08) 9312 2233

SHORTFALL APPLICATION FORM

TANTALUM AUSTRALIA NL A.B.N. 58 009 127 020

I/We declare that this application is completed according to the declarations/appropriate statements and in accordance with the instructions and agree to be bound by the Constitution of TANTALUM AUSTRALIA NL. I/We agree to take any number of Shares equal to or less than the number applied for. I/We authorise the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

NOTE: Return of this Application Form with your cheque, bank draft or transfer of funds directly to the Company's bank account (subject to prior arrangement) for the application monies will constitute your offer to subscribe for Shares in the Company. No signature is required. You should read the Prospectus before completing this Application Form.

USE BLOCK LETTERS

Print your name TITLE	GIVEN NAMES	SURNAME		Tax File Number(s) or exemption category
TITLE	JOINT APPLICATION No.2 OR ACCOUNT DESIGNATION
ADDRESS
SUBURB/TOWN		STATE	P/CODE
CONTACT NAME		TELEPHONE WORK	TELEPHONE HOME
PID		HIN	SRN
I/WE			Application	Date
APPLY FOR			Money
	Shares and	lodge application	$A\$
		monies in full of 1.5 cents per Share
Cheque Details
DRAWER	BANK		BRANCH	AMOUNT OF CHEQUE

Cheques should be made payable to "TANTALUM AUSTRALIA NL-SUBSCRIPTION ACCOUNT".

INSTRUCTIONS TO APPLICANTS

Please complete all relevant sections of the Shortfall Application Form using BLOCK LETTERS. If you have any questions on how to complete this Shortfall Application Form please telephone Mr Michael Fotios on (08) 6241 1888.

Before completing this Shortfall Application Form, applicants should read the Prospectus to which it relates.

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

Forward the Shortfall Application Form together with your remittance for application money at 1.5 cents per Share subscribed so as to reach:

Security Transfer Registrars Pty Ltd PO Box 535 APPLECROSS WA 6953

OR

TANTAI UM AUSTRAITA NU 13 Mumford Place BALCATTA WA 6021

by 5.00pm (WST) before 30 June 2005.

Only cheques and/or bank drafts in Australian currency and drawn or payable on a bank within Australia should be sent, made payable to "TANTALUM AUSTRALIA NL-SUBSCRIPTION ACCOUNT" and crossed "Not Negotiable".

A receipt for payment will not be forwarded.

PERSONAL CHEQUES DRAWN ON OVERSEAS BANKS IN AUSTRALIAN DOLLARS OR IN A FOREIGN CURRENCY WILL NOT BE ACCEPTED. THESE WILL BE RETURNED AND THE APPLICATION DEEMED INVALID. PAYMENTS CAN BE MADE DIRECT TO THE COMPANY'S BANK ACCOUNT WITH PRIOR ARRANGEMENT.