SANDIRE RESOURCES

SANDFIRE RESOURCES NL

(ABN 55 105 154 185)

PROSPECTUS

For a pro rata non-renounceable entitlements issue of Options on the basis of one Option at two cents for every two Securities held at the Record Date.

Each Option carries the right to subscribe for one Contributing Share. The total cost of acquiring a (fully paid) Share by subscribing for an Option under this Prospectus (2 cents), then exercising the Option (10 cents) and then paying up the unpaid amount of the Contributing Share (another 15 cents) is 27 cents. Holders of Contributing Shares have no obligation to meet a call made by the Company. Application will be made for the Options to be quoted on ASX. Application for the Contributing Shares to be quoted on ASX will be made as soon as there is a sufficient spread.

This document should be read in its entirety to enable a full appreciation of its effect to be grasped. An investment in the Options being offered pursuant to this Prospectus is considered to be speculative.

IMPORTANT DATES

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Record Date for determining Entitlements	14 May 2004
. . . .	. .
Closing date for acceptance of Entitlements	7 June 2004.

Subject to the Corporations Act and the Listing Rules, the Board reserves the right to alter the above dates, with or without notice.

Table of Contents	2
Corporate Directory	2
Important Notices	3
Details of the Offer	4
Financial Information & Capital Structure	6
Terms of Securities	8
Additional Information	10
Information Incorporated by Reference	13
Glossary	14
Shortfall Application Form	15

CORPORATE DIRECTORY

Directors

Peter S Thomas - Chairman Gregory H Steemson - Managing Director Graeme J Hutton - Technical Director

Secretary

Jean Mathie

Registered & Principal Office

12 Walker Avenue West Perth. Western Australia

Telephone:	(08) 9321 5887
Facsimile:	(08) 9321 5884
Email:	[email protected]
Website:	www.sandfire.com.au

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross, Western Australia

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

Corporate Advisor

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

Solicitors

Smyth & Thomas 10 Walker Avenue West Perth. Western Australia

Independent Geologist

Keith Fox & Associates 23 Finlayson Street Subiaco, Western Australia

Tenement Reporter

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

ASX Code

SFR (Shares)

IMPORTANT NOTICES

This Prospectus has been issued by Sandfire Resources NL and was lodged with ASIC on, and is dated, 4 May 2004. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus.

The Company has issued both a printed and an electronic version of this Prospectus and the electronic version may be accessed at www.sandfire.com.au. This Prospectus should be read in its entirety before deciding to invest in the Options offered by this Prospectus. The Board considers an investment in the Options, and the underlying Contributing Shares which will be issued subsequent to the exercise of the Options, to be speculative and recommends that you should consult your financial advisor as to the course you should follow with respect to the Options. No Options or other securities will be issued pursuant to this Prospectus after its expiry date, being 13 months after the date of this Prospectus (other than the issue of Contributing Shares subsequent to the exercise of Options issued pursuant to this Prospectus).

This Prospectus should only be accessed from within Australia as the Options have only been qualified for issuance in Australia. Hence, this Prospectus does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. Where this Prospectus has been received by, or accessed electronically outside Australia by, Non-Residents, and where that jurisdiction's securities legislation would prohibit offers or issues being made pursuant to this Prospectus, this Prospectus is provided for information purposes only. Non-Residents should refer to Additional Information -Non-Residents for further details.

The Company reserves the right not to accept an application form from any person if it has reason to believe that when given the application form, that person was not provided with a complete and unaltered copy of this Prospectus and any relevant supplementary or replacement prospectus. If you have received an application form for the Options without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or an electronic version of this Prospectus.

This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This Prospectus itself does not contain all of the information that is generally required to be set out in a full disclosure document of this type, but refers to specific sections of other documents which are deemed to be incorporated by reference into this Prospectus. The other documents or specific parts of other documents deemed to be incorporated by reference into this Prospectus are set out in the section of this Prospectus entitled Information Incorporated by Reference. A reader of this Prospectus should refer to that section where they sight a plus symbol in superscript (*), which symbol will be accompanied by a term (usually commencing with a capital letter) which is defined in that section.

Certain terms and abbreviations used in this Prospectus (usually commencing with a capital letter), other than those referring to other documents or specific parts of other documents which are deemed to be incorporated by reference into this Prospectus, are defined terms. See Glossary for further details.

Notwithstanding any provision of this Prospectus, the Board may from time to time extend or further extend any period or vary or further vary any date referred to in this Prospectus for such period or to such later date as the Board thinks fit whether or not the period to be extended has expired or the date to be varied has passed.

DETAILS OF THE OFFER

The Offer

This Prospectus is for a pro rata non-renounceable entitlements issue of Options on the basis of one Option at two cents for every two Securities held at the Record Date. Entitlements under the Offer are non-renounceable and hence are not able to be traded on ASX. As at the date of this Prospectus, up to approximately 21,500,000 Options may be issued under the Offer, raising up to \$430,000 (before the expenses of the Offer).

Should some or all of the Broker Options be exercised prior to the Record Date, up to an additional 1.5 million Options may be issued under the Offer, raising up to an additional \$30,000. See Financial Information & Capital Structure for further details.

No Minimum Subscription or Oversubscriptions

There is no minimum number of Options which must be applied for under the Offer before Options will be issued pursuant to this Prospectus. Oversubscriptions will not be accepted.

Underwriting

The Offer is not underwritten and no capital raising fees (ie, no fees in respect of applications received from or procured by persons holding an Australian Financial Services License) will be paid with respect to the Offer.

Purpose of the Offer

The primary purpose of the Offer is to position the Company for future capital raisings (to meet the future funding requirements of the Company before the Company's present funds are depleted). The Board intends to apply the funds raised pursuant to this Prospectus firstly to the expenses of the Offer and the balance to the Company's cash reserves. As the primary purpose of the Offer is not to raise funds at this point in time, the Company does not consider there to be any materially adverse consequences if the Offer is not fully subscribed.

Acting On Your Entitlement

Your Entitlement is indicated on the Entitlement and Acceptance Form accompanying this Prospectus. In the calculation of an Entitlement, any fraction of an Entitlement will be rounded up to the nearest whole number. As a holder of Securities at the Record Date, you may participate in the Offer as follows:

if you wish to accept your Entitlement in full: $a)$
$\ddot{\text{I}}$ complete the Entitlement and Acceptance Form; and
ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
b) if you wish to accept only part of your Entitlement:
i) indicate the number of Options you wish to accept on the Entitlement and Acceptance Form; and
ii) attach a cheque for the appropriate application monies at two cents per Option; or
do nothing, in which case you will receive no benefit from your Entitlement. $\mathcal{C}$

Acceptance of your Entitlement, in whole or in part, must be made on the Entitlement and Acceptance Form accompanying this Prospectus in accordance with the instructions set out therein.

Shortfall

Any Entitlements not taken up under the Offer are to be placed by the Board at its discretion. Applications to participate in the shortfall must be made by delivering to the Company a completed copy of the Shortfall Application Form and a cheque for the appropriate application monies at two cents per Option.

You should only apply to participate in the shortfall if you have been authorised to do so by the Company.

Indicative Timetable

The key dates with respect to the Offer are disclosed on the front cover of this Prospectus. Subject to the Corporations Act and the Listing Rules, the Board reserves the right to alter these dates, with or without notice. This Prospectus is subject to the mandatory 7 day exposure period imposed by the Corporations Act, which can be extended by ASIC. Acceptance of Entitlements closes at 5:00pm (WST) on the relevant dates. Applications received pursuant to this prospectus will not be processed by the Company until after the expiry of the exposure period. An application lodged prior to the expiry of the exposure period will be treated as though it was received immediately following expiry of the exposure period.

Issue of Options

Subject to the Corporations Act and the Listing Rules, the Board reserves the right to accept any application in whole or in part. or to reject any application. If the Board decides to accept your application and issue Options pursuant to your application, either in whole or in part, they will issue the Options and have dispatched to you either a CHESS or an issuer sponsored holding statement as soon as practicable after the closing date, together with any application monies received in excess of the number of Options that you have been issued.

Application Monies

Application monies will be held in a separate bank account on behalf of applicants until the Options are issued. If any application is rejected in whole or in part, the amount tendered in respect of the Options that have not been issued will be repaid to the unsuccessful applicant, without interest, as soon as practicable.

Stock Exchange Quotation

The Company will apply within 7 days after the date of this Prospectus for the Options to be quoted on ASX. If the application for the quotation of Options on ASX is not made within 7 days after the date of this Prospectus, or if the Options are not granted quotation within 3 months after the date of this Prospectus, the Company shall deal with applications in accordance with the requirements of the Corporations Act. Upon the exercise of Options and subsequent issue of Contributing Shares, application for the Contributing Shares to be quoted on ASX will be made as soon as there is a sufficient spread of Contributing Shares to satisfy the requirements of the Listing Rules.

The fact that ASX may grant quotation of the Options is not to be taken in any way as an indication of the merits of the Company or the Options

FINANCIAL INFORMATION & CAPITAL STRUCTURE

Pro forma Statement of Financial Position

The Board has derived the pro forma statement of financial position (Pro forma Statement) from the unaudited historical statement of financial position as at 31 March 2004 (Historical Statement), in order to provide potential investors and their professional advisors with information to assist in their assessment of the results, assets, liabilities and financial position of the Company.

	Historical Statement	Pro forma Statement
	Ŝ	\$
Current Assets
Cash Assets	4,026,875	4,438,875
Receivables	52,906	52,906
Total Current Assets	4,079,781	4,491,781
Non-Current Assets
Property, Plant and Equipment	25,393	25,393
Exploration and Evaluation Expenditure	453.480	453,480
Total Non-Current Assets	478,873	478,873
Total Assets	4,558,654	4,970,654
Current Liabilities
Payables	38,013	38,013
Total Current Liabilities	38,013	38,013
Total Liabilities	38,013	38,013
NET ASSETS	4,520,641	4,932,641
Equity
Contributed Equity	4,539,275	4,951,275
Retained Earnings/(Accumulated Losses)	(18, 634)	(18, 634)
TOTAL EQUITY	4,520,641	4,932,641

Pro forma Transactions

The Pro forma Statement has been derived from the Historical Statement and adjusted to give effect to transactions that have occurred, or will occur, after 31 March 2004 and that have had, or will have, a material effect on the Historical Statement. These adiustments are as follows:

the issue of 21,500,000 Options at two cents each to raise \$430,000 pursuant to this Prospectus; and
the offsetting of the estimated costs of the Offer of \$18,000 against Contributed Equity.

It has been assumed that the 3,000,000 Broker Options will not be exercised prior to the Record Date. Should some or all of the Broker Options be exercised prior to the Record Date (raising a total of up to \$750,000) and all of the resultant Entitlements be accepted in full (raising a total of up to \$30,000), the balances of Cash Assets (and Total Current Assets. Total Assets and Net Assets) and Contributed Equity (and Total Equity) will increase by a total of \$780,000. The Pro Forma Statement has been prepared on the basis that the Offer will be fully subscribed. Should the Offer not be fully subscribed, the number of Options on issue and the balances of Cash Assets (and Total Current Assets, Total Assets and Net Assets) and Contributed Equity (and Total Equity) will decrease accordingly.

Capital Structure

The expected capital structure of the Company following the completion of the Offer is as follows:

. .
Shares on issue at the date of this Prospectus	39,000,000
Contributing Shares on issue at the date of this Prospectus	4,000,000
Total Securities on issue at the date of this Prospectus ¹	43,000,000
Options to be issued under the Offer ^4,2	21.500.000
Broker Options on issue at the date of this Prospectus	3.000,000

The number of Options to be issued under the Offer is based on there being 43,000,000 Securities on issue at the date of this Prospectus. It is assumed $1)$ that the 3,000,000 Broker Options will not be exercised prior to the Record Date (it is a condition of the Broker Options that they must be exercised prior to the record date for determining entitlements to the relevant pro rata issue of securities to shareholders if the holder wishes to participate in the pro rata issue). However, should some or all of the Broker Options be exercised prior to the Record Date, up to an additional 1.5 million Options may be issued under the Offer, taking the total number of Options on issue up to 23,000,000.

Should the Offer not be fully subscribed, the number of Options on issue will decrease by the under-subscribed amount. $\mathbf{2}$

TERMS OF SECURITIES

Terms and Conditions of Options

The terms and conditions of the Options being offered pursuant to this Prospectus are as follows:

a) Definitions:
$(i)$ Exercise Price means the exercise price of each Option, being 10 cents.
$(ii)$ Expiry Date means 5.00pm (WST) on 30 September 2005.
Exercise Date means the Expiry Date or, if applicable, the Underwritten Expiry Date. $(iii)$
$(iv)$ Exercise Notice means the form prescribed by the Company from time to time for the purpose of exercising Options.
Option Holder means the person or persons registered as the holder of one or more Options from time to $(v)$ time
Option Underwriter means any person or persons (other than the Company) that is party to an Option $(vi)$ Underwriting Agreement.
$(vii)$ Option Underwriting Agreement means all agreements made prior to the Expiry Date between the Company and an Option Underwriter whereby the Option Underwriter agrees to exercise the Underwritten Options prior to the Underwritten Expiry Date.
Contributing Share means a partly paid ordinary share in the capital of the Company (with the terms set out $(viii)$ in Terms of Securities - Rights Attaching to Contributing Shares).
Underwritten Expiry Date means, if the Company has entered into an Option Underwriting Agreement. $(ix)$ 5.00pm (WST) 14 days after the Expiry Date.
Underwritten Options means that number of Unexercised Options the subject of an Option Underwriting $(x)$ Agreement.
$(x_i)$ Unexercised Option Holder means any person or persons registered as the holder of Unexercised Options.
$(xii)$ Unexercised Options means all Options not exercised on or before the Expiry Date.
b) Each Option carries the right to subscribe for one Contributing Share of the same class as the Contributing Shares already on issue.
Options may be exercised by delivering to the Company's registered office or the Company's share registry an c) Exercise Notice at any time prior to the Exercise Date.
The Exercise Notice must state the number of Options to be exercised and be accompanied by the relevant holding d) statement(s) and a cheque (in Australian currency) made payable to the Company for an amount being the result of the Exercise Price multiplied by the number of Options being exercised.
If the Company has entered into an Option Underwriting Agreement, then at the Expiry Date all Unexercised Option $\Theta$ Holders immediately, unconditionally and irrevocably appoint the Company as the Option Holder's agent to transfer all Unexercised Options the subject of an Option Underwriting Agreement to the Option Underwriter and the Option Underwriter is entitled to exercise the options prior to the Underwritten Expiry Date.
$\hat{\mathsf{n}}$ Following receipt of a properly executed Exercise Notice and application monies in respect of the exercise of any options by the Exercise Date, the Company will issue the resultant Contributing Shares and deliver notification of shareholdings.
The Company will make application to have the Contributing Shares (issued pursuant to an exercise of Options) listed g) for quotation by ASX as soon as there is a sufficient spread of Contributing Shares to satisfy the requirements of the Listing Rules. If Contributing Shares are already quoted on ASX at the time the relevant Options are exercised, the Company will make application to have the Contributing Shares (issued pursuant to an exercise of the relevant Options) listed for quotation by ASX within 7 days of the date of issue.
Contributing Shares issued pursuant to an exercise of Options shall rank, from the date of issue, pari passu with then $h$ existing Contributing Shares in all respects.
Options carry no right to participate in pro rata issues of securities to shareholders unless the Options are exercised $\mathbf{i}$ before the record date for determining entitlements to the relevant pro rata issue.
$\mathbf{I}$ Each Option Holder will be notified by the Company of any proposed pro rata issue of securities to shareholders in accordance with ASX Listing Rules.
Subject to the Corporations Act 2001 and ASX Listing Rules, Options do not confer the right to a change in exercise k) price.
$\mathbf{I}$ In the event of a reorganisation (including reconstruction, consolidation, subdivision, reduction, or return) of the capital of the Company, the terms of the Options will be changed to the extent necessary to comply with the requirements of the ASX Listing Rules (in force at the time of the reorganisation).

Rights Attaching to Contributing Shares

Existing Contributing Shares on issue, as well as the Contributing Shares to be issued subsequent to the exercise of Options, will rank pari passu with all Shares on issue, except that:

each Contributing Share: a)
ï is paid to 0.0001 cent;
ii) has an amount unpaid of 15 cents:
iiiì carries the right to participate in new issues of securities to holders of Shares (except bonus issues) on the same basis as holders of Shares;
iv) carries the right to participate in bonus issues of securities in the proportion which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited); and
V) carries the right to vote in the proportion which the amount paid (not credited) bears to the total amounts paid and pavable (excluding amounts credited):
b) the Company shall not make a call in respect of any amount unpaid on a Contributing Share unless the day on which the call will be payable is on or after 3 years from the date on which the Company was admitted to the official list of ASX:
C) holders of Contributing Shares have no obligation to meet a call made by the Company, however, non-payment of a call will result in the forfeiture of the relevant Contributing Shares;
d) holders of Contributing Shares are permitted to pay up the full amount remaining unpaid at any time (without the Company first being required to make a call), in which case the Contributing Share will become a (fully paid) Share and will rank pari passu with all Shares on issue:
e) if a holder of a Contributing Share tenders part of the amount remaining unpaid on the Contributing Share other than in satisfaction of a call:
Ï) the rights attaching to the Contributing Share will not change (including the amounts paid and unpaid); and
ii) the amount tendered will be returned: and
$\mathbf{f}$ if there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, cancellation, reduction or return of capital):
ij, the number of Contributing Shares must be reorganised in the same proportion as all other classes of shares on issue: and
the reorganisation must not involve a cancellation or reduction of the total amount payable and unpaid by ii) holders of Contributing Shares.

Rights Attaching to Shares and Constitution

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

The Constitution deals with such matters as transfer of shares, alterations of share capital, share buy-backs, disposal of less than a marketable parcel, variation of class rights, meetings of shareholders, polls, appointment and removal of directors, remuneration of directors and the Listing Rules. Please refer to +Constitution+ for further information. A copy of the Constitution can be obtained from the Company's Registered Office, at no cost, or from ASIC.

ADDITIONAL INFORMATION

Company and Project Overview

The Company raised \$5 million pursuant to its IPO prospectus and was admitted to the Official List on 1 March 2004, with its Shares commencing quotation on 4 March 2004. Sandfire has 5 exploration projects located in Western Australia and one located in the Northern Territory. They are considered prospective for world class or, in the context of a junior exploration company, significant deposits of base metals or base and precious metals.

Please refer to +IPO prospectus - Use of Proceeds+ for a guide as to how the Company has applied or intends to apply the funds raised pursuant to its IPO prospectus assuming the Company's present tenement applications are granted. Funds have already been applied to ASX listing fees, capital raising fees, other outstanding expenses of the offer (ie, IPO) and repayment of loans as set out in +IPO prospectus - Use of Proceeds⁺.

Please refer to +IPO prospectus - Geologist's Report for further information with respect to an independent technical review of the Company's projects and +IPO prospectus - Board of Directors⁺ for further information with respect to the qualifications, experience and skills of the Board.

Summary of Material Agreements

Please refer to +IPO prospectus - Material Agreements+ for a summary of the material agreements relating to the Company as at the date of the IPO prospectus. Any relevant and material confirmations, changes or updates to that information since the date of the IPO prospectus are summarised below or elsewhere in this prospectus.

Borroloola Sale Agreement - Since the date of the IPO prospectus, the tenements comprising the Borroloola Project have been transferred to the Company. The Company has issued 1,000,000 Contributing Shares to Biddlecomb Pty Ltd in exchange for this transfer.

Manager to the Offer Agreement - Since the date of the IPO prospectus, the Company has, pursuant to this agreement, issued 3,000,000 Broker Options and has paid to Southern Cross Equities Limited a total of 6% of the funds raised under the IPO.

Agreements with Promoters - All Reimbursements (as defined in the IPO prospectus) and advances made by the Promoters prior to the Listing Date have since been repaid by the Company. A total of 12,000,000 Shares were issued to the Promoters just prior to the Listing Date.

Subscription Agreements - A total of 3.000.000 Contributing Shares were issued pursuant to the various subscription agreements just prior to the Listing Date.

Urandy Heritage Agreement - The Company has entered into a heritage agreement with the Thalanyji People affecting the Urandy Project. Under this agreement, the Thalanyii People will not object to the use of the expedited process for the grant of any exploration tenements.

Tenement Status

Please refer to *IPO prospectus - Report on Tenements* for further information with respect to the Company's interests in mineral tenements and the status of those mineral tenements. Any relevant and material confirmations, changes or updates to that information since the date of the IPO prospectus are summarised below or elsewhere in this Prospectus:

Transfers in respect of the tenements comprising the Borroloola Project have been delivered to the Company and lodged with the relevant department for registration.
The Company has entered into the Urandy Heritage Agreement (as set out in Summary of Material Agreements).
Exploration Licence E08/1409, which is part of the Yannarie Project, will be granted upon the relevant GST rental payment being made. Upon grant of the tenement, the annual rent and minimum annual expenditure will be approximately \$5,000 and \$46,800 respectively.
The Company has made application for a new exploration licence (ELA04/1445) that will add to the existing tenements at the Sandfire Project. This will be subject to the same native title claims as ELA04/1424 and ELA04/1425.

Interests, Fees and Benefits

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

Please refer to *IPO prospectus - Interests. Fees and Benefits* for details of the interests of certain persons involved in the IPO. Those interests were current as at the date of in the IPO prospectus and any relevant confirmations, changes or updates to that information is included below or elsewhere in this Prospectus.

Mr Peter Thomas has a relevant interest in 400,000 Shares and 1,000,000 Contributing Shares. Mr Thomas' interest a) in Entitlements under the Offer is therefore 700,000 Options.
Mr Gregory Steemson has a relevant interest in 1.400,000 Shares. Mr Steemson's interest in Entitlements under the b) Offer is therefore 700,000 Options.
Faustus Nominees Pty Ltd (an entity associated with Mr Graeme Hutton and which might be considered to be a C) Promoter of the Company) has a relevant interest in 5,662,536 Shares. Mr Hutton's interest in Entitlements under the Offer is therefore 2,831,268 Options.
d) Mr Thomas or Smyth & Thomas, of which Mr Thomas is principal, has been (or will be) paid a fee of approximately \$1,000 (exclusive of GST) for reviewing the Summary of Material Agreements section of this Prospectus and providing other services in relation to the Offer.
$e)$ Resource Development Company Pty Ltd (RDC) (which might be considered to be a Promoter of the Company) and persons which might be considered as associates of RDC have a relevant interest in 5.972,536 Shares. On this basis, it or its associate's interest in Entitlements under the Offer is therefore 2.986.268 Options.
$\mathbf{f}$ Weybridge Pty Ltd (which might be considered to be a Promoter of the Company) has a relevant interest in 724.928 Shares. Its interest in Entitlements under the Offer is therefore 362.464 Options.
ACM Corporate Pty Ltd has been (or will be) paid a fee of approximately \$6,000 (exclusive of GST) for acting as g) Corporate Advisor to the Company and has provided other professional services in relation to the Offer. In addition to the information set out in +IPO prospectus - Interests. Fees and Benefits⁺, ACM Corporate Pty Ltd has been (or will be) paid additional fees of approximately \$5,000 (exclusive of GST) for the provision of other services to the Company in relation to the IPO and other matters.
h) Keith Fox & Associates has been (or will be) paid a fee of approximately \$500 (exclusive of GST) for including the +IPO prospectus - Geologist's Report⁺ in this Prospectus.
ij, McMahon Mining Title Services Pty Ltd has been (or will be) paid a fee of approximately \$500 (exclusive of GST) for including the +IPO prospectus - Report on Tenements+ in this Prospectus.

Consents

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

$a)$ Smyth & Thomas has consented to being named as Solicitors to the Company and the inclusion of its Summary of Material Agreements in this Prospectus (in the form and context in which it appears). Smyth & Thomas has provided compliance advice and participated in the due diligence process with respect to this Prospectus, and has been involved in the preparation of this Prospectus.

$b)$ ACM Corporate Pty Ltd has consented to being named as Corporate Advisor to the Company. ACM Corporate Pty Ltd has assisted in the coordination of the Offer, assisted in the preparation of this Prospectus, participated in the due diligence process with respect to this Prospectus and provided other professional services in relation to this Prospectus.
Keith Fox & Associates has consented to being named as Independent Geologist to the Company and the inclusion of C) the +IPO prospectus - Geologist's Report in this Prospectus.
McMahon Mining Title Services Pty Ltd has consented to being named as Tenement Reporter to the Company and the $d)$ inclusion of the +IPO prospectus - Report on Tenements+ in this Prospectus.

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

Risks

The Board considers that an investment in the Options the subject of this Prospectus, and the underlying Contributing Shares which will be issued subsequent to the exercise of the Options, is speculative due to the nature of the Company's business. The Board recommends that potential applicants consider the risks described below and information contained elsewhere in this Prospectus, as well as consult with their professional advisors, before deciding whether or not to apply for the Options (or subsequently exercise the Options).

The risk factors that may have a materially adverse effect on the financial position and performance of the Company and the value of its securities include, but are not necessarily limited to, general, economic and political conditions, native title and aboriginal heritage, tenement and government duties, reliance on key personnel (in particular, Mr Gregory Steemson and Mr Graeme Hutton), commodity price volatility (in particular, precious and base metals), currency price volatility (in particular, US\$ versus AUD\$), exploration, development and mining, environment and shortages of capital. Please refer to +IPO prospectus -Risks⁺ for further information with respect to these risks.

Share Trading History

Sandfire was admitted to the Official List on 1 March 2004 with official quotation of its Shares commencing on 4 March 2004. The highest and lowest market price of the Shares on ASX since the official quotation of the Company's Shares, and the respective dates of those sales and the last sale on the business day immediately preceding the date of this Prospectus, were:

	rice Date Date Cents
Highest	8 March 2004	34 O
Lowest	29 April & 3 May 2004	24 N
Latest	3 May 2004	25 O

Restricted Securities

The following unquoted securities have been restricted by ASX and are subject to restriction agreements:

Securities しそうそうそうそうそうそうもうこうきこく	Number	Release Date
Shares	13.750.000	24 months from the Listing Date
Contributing Shares	4.000,000	24 months from the Listing Date
Broker Options	3.000.000	24 months from the Listing Date

Non-Residents

Non-Residents should consult their professional advisors as to whether any formalities need to be observed, either by themselves or the Company, to enable them to subscribe for Options. It is the responsibility of Non-Residents to obtain all necessary approvals so that they may legally subscribe for (and be issued) the Options. The return of a completed application form from a Non-Resident applicant or any applicant with a mailing address outside Australia will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained and that the Company may legally issue the Options to the applicant.

INFORMATION INCORPORATED BY REFERENCE

This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This Prospectus does not itself contain all of the information that is generally required to be set out in a full disclosure document of this type but incorporates by reference into this Prospectus the documents or the specified sections of the documents (the Information) that are set out below and that have been lodged by the Company with either of ASIC or ASX.

$a)$ The following portions of the initial public offering prospectus (IPO prospectus) lodged with ASIC on, and dated, 14 January 2004:
(IPO prospectus Use of Proceeds): Corporate Overview Use of Proceeds.
(IPO prospectus Board of Directors): Board of Directors.
(IPO prospectus Geologist's Report): Independent Geologist's Report, but incorporating the correction to the Independent Geologist's Report disclosed in +Correction to IPO prospectus+ (relating to the erroneous statements made in section 5.2 of the Independent Geologist's Report with respect to the resources attributed to the Cheela. Electric Dingo and Ibex Prospects on page 34 of the printed IPQ prospectus) and excluding the last sentence of the 9th paragraph in the "Summary" section of the Independent Geologist's Report (ie, excluding "Gold resources identified to date along this trend total more than 7 million ounces", which appears on page 15 of the printed IPO prospectus and relates to the same error).
(IPO prospectus Report on Tenements): Report on Tenements.
(IPO prospectus Material Agreements): Summary of Material Agreements.
(IPO prospectus Risks): Risks.
(IPO prospectus Interests, Fees & Benefits): Additional Information Interests, Fees & Benefits,

For the meaning of any defined terms, usually commencing with a capital letter, that are incorporated by reference into this Prospectus through the abovementioned, please refer to the Glossary section of the IPO prospectus which, to the extent it defines terms appearing in any other section of the IPO prospectus hereby incorporated by reference, is also hereby incorporated by reference. References (contained in the IPO prospectus) to any other sections of the IPO prospectus should be ignored unless those other sections are themselves specifically incorporated by reference into this Prospectus.

b) (Constitution): Current Constitution of the Company.
C) (Correction to IPO prospectus): Rights Issue and Correction to Prospectus (ASX announcement) lodged with ASX on 17 March 2004, excluding the first three paragraphs relating to the details of the Offer.

The Information to be incorporated by reference into this Prospectus will primarily be of interest to professional analysts or advisors or investors. During the application period for this Prospectus, copies of the Information can be obtained from or by contacting the Company's Registered and Principal Office, at no cost, or from ASIC, or by viewing the Company's announcements on ASX's website.

ASIC	Australian Securities & Investments Commission.
ASX	Australian Stock Exchange Limited (ABN 98 008 624 691).
Board	Board of directors of the Company as constituted from time to time.
Borroloola Project	Tenements EL10121 & MLN624 in the Northern Territory (see Additional Information - Tenement Status for further details).
Broker Options	Options to acquire Shares exercisable at 25 cents each on or before 31 December 2008.
CHESS	Clearing House Electronic Subregister System.
Company	Sandfire Resources NL (ABN 55 105 154 185).
Constitution	Constitution of the Company as amended from time to time.
Contributing Share	Partly paid share in the capital of the Company as set out in Terms of Securities.
Corporations Act	Corporations Act 2001.
Doolgunna Project	Tenements ELA52/1697, ELA52/1698, ELA52/1699 & ELA52/1715 in Western Australia (see Additional Information - Tenement Status for further details).
Entitlement	Entitlement of an eligible holder of Securities to Options under the Offer.
git	Grams per tonne.
IPO	Initial public offering of Shares in the Company undertaken pursuant to the IPO prospectus.
IPO prospectus	As set out in Information Incorporated by Reference.
Listing Date	Date of commencement of official quotation of the Shares on ASX, being 4 March 2004.
Listing Rules	Listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Mt Augustus Project	Tenements ELA09/1138, ELA09/1139 & ELA09/1140 in Western Australia (see Additional Information ^- Tenement Status for further details).
Non-Residents	Persons located outside Australia.
Offer	As set out in Details of the Offer - The Offer.
Official List	Official list of entities that ASX has admitted and not removed.
Option	Option to acquire a Contributing Shares exercisable at 10 cents on or before 30 September 2005 as set out in Terms of Securities.
Promoter or Promoters	Either individually or severally (as the case may be) Resource Development Company Pty Ltd, Faustus Nominees Pty Ltd and Weybridge Pty Ltd.
Prospectus	Prospectus issued by the Company in undertaking a pro rata non-renounceable entitlements issue of Options and lodged with ASIC on, and dated, 4 May 2004 (ie, this prospectus).
Record Date	14 May 2004.
Sandfire	Sandfire Resources NL (ABN 55 105 154 185).
Sandfire Project	Tenements E04/1344, ELA04/1424, ELA04/1425 & ELA04/1445 in Western Australia (see Additional Information Tenement Status for further details).
Securities	Shares and/or Contributing Shares.
Share	Fully paid ordinary share in the capital of the Company.
Urandy Project	Tenements ELA08/1391, ELA08/1392 & ELA08/1403 in Western Australia (see Additional Information Tenement Status for further details).
WST Yannarie Project	Western Standard Time, Perth, Western Australia. Tenements ELA04/1425, ELA08/1409 & ELA09/1111 in Western Australia (see Additional

SHORTFALL APPLICATION FORM

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

No. of Options applied for:			Identifying Stamp Only
Application monies at two cents per Option:
Given Names/Company Name Title	Surname/ACN
Joint applicants or account designation
Postal Address City/Town Email Address
Daytime Contact No. Contact Name
CHESS HIN
Tax File No/Exemption Category Applicant 2			Applicant 3
Cheque Details Drawer	Bank	Branch	Amount . $\mathbb{S}$
DECLARATION
By lodging this application form and a cheque for the application money the applicant hereby: applies for the number of Options specified in the application form or such lesser number of Options as may be a) allocated by the Board; agrees to be bound by the Constitution; b) authorises the Board to complete or amend this application form where necessary to correct any errors or omissions; c) and declares that the Prospectus has been received (in full) by the applicant and has been read in its entirety. d)
You should only complete and lodge this application form if you have been authorised to do so by the Company.

NOTES

$1.$ Enter the number of Options you wish to apply for (as authorised by the Company).
$\overline{2}$ . Enter the total amount of application monies payable. To calculate this amount, multiply the number of Options you are applying for by the issue price for each Option (ie, two cents per Option).
$\overline{3}$ . Enter the full name(s) of all legal entities that are to be recorded as the registered holders.
Enter the postal address for all communications from the Company. $\mathbf{A}$
1. Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application form.
1. If you are CHESS sponsored, enter your Holder Identification Number (HIN) in the CHESS HIN box. If you already own Shares in the Company and you are issuer sponsored (ie, sponsored by the Company), enter your Shareholder Reference Number (SRN) in the Issuer SRN box. Otherwise leave this box blank and a SRN will be allocated to you on issue.
$\overline{L}$ Enter the tax file number(s) of the applicant(s) - this is not mandatory.
1. Unless otherwise agreed by the Company, payment must be made to "Sandfire Resources NL" by cheque drawn or payable on a bank within Australia, crossed "Not Negotiable" and be in Australian dollars. Receipt of payment will not be acknowledged.
1. This application form does not need to be signed. Return of this application form with the required application monies will constitute acceptance of that number of Options stated on this form.

If you have received an application form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or an electronic version of this Prospectus.

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

Please deliver the completed application form (accompanied by a cheque for the application monies) at any time prior to the closing date to Security Transfer Registrars Pty Ltd (STR):

Delivery:	Post:
770 Canning Highway	PO Box 535
APPLECROSS WA 6153	APPLECROSS WA 6953

Please telephone the Company on (08) 9321 5887 if you have any questions with respect to this application form. Applications are for Options as detailed in the Prospectus dated 4 May 2004, which expires 13 months after that date.

You should only complete and lodge this application form if you have been instructed to do so by the Company.

CORRECT FORMS OF REGISTRABLE TITLE

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

Type of Investor	Correct Form of Registrable Title
Frasts	Mr John David Brown < John David Brown A/C>
Deceased Estates	Mr John David Brown < Est John David Brown A/C>
Partnerships	Mr John David Brown and Mr Michael James Brown
Clubs/Unincorporated Bodies	Mr John David Brown
Super Funds	John Brown