SAVANNAH GOLDFIELDS LIMITED — AGM Information 2003

Oct 26, 2003

Renison Consolidated Mines NL

ABN 75 003 049 714

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at PricewaterhouseCoopers Conference Centre, Level 2 Naldham House, 1 Eagle Street Brisbane, Queensland on Thursday 27 November 2003 commencing at 9.30 am

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Directors	Dr Christopher Rawlings (Chairman) Rick Anthon Stephen Bizzell Richard Seville
Secretary	Paul Marshall
Registered Office	Level 30 Riverside Centre 123 Eagle Street BRISBANE QLD 4064 Ph: (07) 3832 6488 Fax: (07) 3832 6261 Email: admin@rcm.com.au Website: www.rcm.com.au
ABN	75 003 049 714
Auditors	PKF Level 6 120 Edward Street BRISBANE QLD 4000
Legal Advisers	Hemming & Hart Lawyers Level 2 307 Queen Street BRISBANE QLD 4000
Share Registry	Pitcher Partners Level 22 Hong Kong Bank Building 300 Queen Street BRISBANE QLD 4000

Notice of Annual General Meeting

Notice is given that a General Meeting of the Company will be held at PricewaterhouseCoopers Conference Centre, Level 2 Naldham House, 1 Eagle Street Brisbane, Queensland on Thursday 27 November 2003 commencing at 9.30 am.

EUSINESS

Receive and Consider the Financial Statements

To receive and consider the financial statements and accompanying reports for the year ended 30 June 2003.

Resolution 1 – Re-election of Director

Mr Stephen Bizzell retires as a Director pursuant to the provisions of the Constitution of the Company and the Listing Rules of the Australian Stock Exchange Limited.

To consider and if thought fit to pass the following resolution as an ordinary resolution:

"That Stephen Grant Bizzell, who retires as a Director of the Company in accordance with the provisions of the Constitution, and being eligible offers himself for re-election, be appointed as a Director of the Company."

Resolution 2 - Ratification of Issue of Convertible Notes

To consider and if thought fit pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes shareholders ratify the issue of 1,339,000 Convertible Notes."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any participant in the placement of Convertible Notes and any associate of any participant.

However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 - Issue of Securities to a Director Related Entity

To consider and if thought fit pass the following resolution as an ordinary resolution:

That for the purpose of ASX Listing Rules 7.1, 10.11 and Chapter 2E of the Corporations Act shareholders approve the issue to Pine Mountain Pty Ltd, an entity related to a director, Stephen Bizzell, of 161,000 Convertible Notes previously subscribed for.

Voting Exclusion

The Company will disregard any votes cast on this resolution by Stephen Bizzell and any associate of his.

However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Point at Which Voting Rights are Determined

The regulations of the Corporations Act permit the Company to specify a time, not more than 48 hours before the meeting, at which a "snap-shot" of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

The Company's Directors have passed a resolution to the effect that all shares of the Company that are quoted on the ASX at 25 November 2003 at 8.00pm shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Proxies

Please note that:

• $(a)$ a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies:
• $(b)$ a proxy need not be a member of the Company; and
• a member of the Company entitled to cast two or more votes may appoint two proxies and $(c)$ may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy is entitled to cast half of the number of votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Corporate Representative

In order to vote on behalf of a company that is a shareholder in the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the General Meeting or be presented at the meeting before registering on the Attendee Register for the General Meeting. An Appointment of Corporate Representative form is enclosed if required.

Paul Marshall Company Secretary Renison Consolidated Mines NL

Dated 24 October 2003.

Proxy Form

SHAREHOLDER í.
Name, address and daytime telephone number of shareholder of Renison Consolidated Mines NL		Name Address
2 APPOINTS			Daytime phone no.
		someone.	Insert here the name of the person you wish to appoint as proxy; shareholders cannot appoint themselves. The Chairman of the meeting will act as your proxy if you do not appoint
or, if no person is named, the			Name of proxy – please print
Chairman of the Meeting to vote in accordance with the directions in Section 4 or, subject to Section 5, if
no directions have been given, as the proxy sees fit at the General Meeting
of the Company to be held on 27 November 2003 commencing at 9.30
am and at any adjournment thereof.
T. SIGNATURE OF SHAREFIOLDER(S)
All single or joint holders of shares must sign this form.
Signature	Signature		Signature
	Date
or in the case of a company
The COMMON SEAL of the company is affixed in accordance with its constitution: /Executed by the company by its duly authorised officer/s in accordance with sub-section 127(1) of the Corporations Act:*
			Signature of Director
			Name of Director (Print) Signature of Director/Secretary
			Name of Director/Secretary (Print)
		company.	Under Power of Attorney on behalf of the
*delete as appropriate

This proxy form must be signed by the shareholder and, in the case of joint shareholders, by each of the joint shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of

PROXY'S VOTING INSTRUCTIONS M (OPTONAL)	FOR	AGAINST	ABSTAIN
Resolution 1 – Re-election of Director
Resolution 2 – Ratification of Convertible Note Issue
Resolution 3 - Issue of Convertible Notes to a Director Related Entity

If you wish to direct your proxy how to vote on any item, place a mark in the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, solit your voting direction by inserting the number of shares you wish to vote in the appropriate box. The direction will be invalid if a mark is made against more than one box for a particular item, or if you have split your direction, if the total shareholding show in "FOR", "AGAINST" and "ABSTAIN" boxes is more than your total shareholding on the share register. Each person who attends the meeting is entitled to vote only on a show of hands. A person who holds proxies for more than one shareholder cannot vote on a show of hands if he or she holds proxies directing him or her to vote both for and against a resolution.

If you do not specifically appoint a proxy to vote on your behalf the Chairman of the meeting will automatically be appointed as your proxy. If the Chairman is appointed as proxy it is his intention to vote in favour of the Resolutions. If you do not wish to direct the Chairman how to vote please place a mark in the box opposite.

If you want to appoint two proxies you may state here the percentage of your voting rights applicable to this proxy form. If you do not specify a particular percentage, each proxy is entitled to exercise 50% of your voting rights applicable to this proxy form.

$\frac{0}{0}$

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

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Paul Marshall on 07 3832 6488 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

Important Information

Deadline for Receipt of Proxies To be effective, a completed Proxy Form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office not less than 48 hours before the appointed time of the Meeting i.e. no later than 9.30 a.m. Tuesday 25 November 2003.

Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent to the Company's registered office at P.O. Box 7066. Riverside Centre, Brisbane QLD 4001, delivered to the Company at Level 30 Riverside Centre. 123 Eagle Street Brisbane, or sent by facsimile to the registered office on 07 3832 6261.

If you need any further information about this form or attendance at For Further Information the Company's General Meeting, please contact Paul Marshall Company Secretary on 07 3832 6488

Appointment of Corporate Representative

Section 250D of the Corporations Act

This is to certify that by a resolution of the Directors of:

(Company).................................... Insert name of Shareholder

the Company has appointed:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Insert name of Corporation Representative

in accordance with the provisions of section 250D of the Corporations Act, to act as the body corporate representative of that company at the meeting of Renison Consolidated Mines NL to be held on 27 November 2003 and at any adjournments of that meeting.

DATED

Executed by the Company in accordance with its constituent documents
Signed by authorised representative	Signed by authorised representative
Name of authorised representative (print)	Name of authorised representative (print)
Position of authorised representative (print)	Position of authorised representative (print)

INSTRUCTIONS FOR COMPLETION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the instructions below to complete the Certificate of Appointment:

• $\mathcal{I}$ . Execute the Certificate following the procedure required by your Constitution or other constituent documents.
• $\overline{2}$ . Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.
• 1. Insert the date of execution where indicated.
• $\overline{4}$ . Send or deliver the Certificate to the Company at P.O. Box 7066, Riverside Centre, Brisbane QLD 4001, or Level 30 Riverside Centre, 123 Eagle Street Brisbane, or by facsimile to the registered office on 07 3832 6261. Alternatively the Certificate of Appointment may be presented upon attendance at the general meeting of the Company.

Explanatory Statement

Purpose of this Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's General Meeting to be held at PricewaterhouseCoopers Conference Centre, Level 2 Naldham House, 1 Eagle Street Brisbane. Queensland on Thursday 27 November 2003 commencing at 9.30 am.

The purpose of this Explanatory Statement is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions to be considered by the meeting.

The Directors recommend that Shareholders read this Explanatory Statement before determining whether to support the resolutions or otherwise.

Other than as contained in the Notice of General Meeting and Explanatory Statement, the Directors believe that there is no other information known to the Company or the Directors that is reasonably required by Shareholders to decide whether or not it is in the Company's best interests to pass any of the resolutions.

Resolution 1: Re-election of Mr Bizzell as a director

Mr Stephen Bizzell retires as a Director pursuant to the provisions of the Constitution of the Company and the Listing Rules of the Australian Stock Exchange Limited.

Mr Stephen Bizzell has been a director of the Company since 1996. He holds a Bachelor of Commerce degree from the University of Queensland and is a Chartered Accountant. Formerly emploved in the Corporate Finance division of Ernst & Young and at Coopers & Lybrand, Mr Bizzell has had considerable experience and success in the fields of corporate restructuring, equity financing and mergers and acquisitions and has obtained public company management experience both in Australia and Canada.

Ratification of issue of Convertible Notes Resolution 2:

In June 2003 the Company raised \$1,500,000 pursuant to an offer of Convertible Notes of \$1 each to sophisticated investors by way of a private placement. Of this amount 1.339,000 Convertible Notes were issued. A further 161,000 Convertible Notes remain to be issued subject to the passing of resolution 3. The issue was undertaken to provide the Company with the necessary working capital to advance the Quest 29 and Tom's Gully gold projects. This issue was completed on 22 July 2003.

Shortly after the completion of this issue, in order to allow existing shareholders the opportunity to subscribe for convertible notes, the Company also undertook a pro rata issue of Convertible Notes by way of prospectus to all of its shareholders upon the same issue terms. Under this offer shareholders were also given the opportunity to apply for Convertible Notes over and above their pro rata entitlement.

The original placement of the convertible notes did not require shareholder approval. However, pursuant to the provisions of Listing Rule 7.4 an issue of securities made without approval can, for the purposes of the Listing Rule, be treated as if it was made with approval if the holders of ordinary shares in the Company subsequently approve that issue. Accordingly, the Company now seeks the approval of the shareholders to the issue.

Pursuant to the provisions of Listing Rule 7.5, the following information is supplied to shareholders:

Number of Securities Allotted:	1,339,000 Convertible Notes
Price at which the Securities were issued:	\$1.00 per Convertible Note
Terms of the Securities:	The terms of the Convertible Notes are set out
	in Schedule 1 to this explanatory
	memorandum.
Name of the allottees:
	The names of the allottees are set out in
	Schedule 2 to this explanatory memorandum.
Use of the funds:	To fund the development of the Company's
	Northern Territory gold projects and for general
	working capital purposes.
Date of Allotment	22 July 2003

Resolution 3: Issue of Securities to a Director Related Entity

Pursuant to the provisions of Listing Rules 7.1 and 10.11 shareholder approval is required for the proposed allotment of securities to a director or a director related entity. Shareholder approval is also required for any such allotment pursuant to the provisions of Chapter 2E of the Corporations Act as it may constitute the granting of a financial benefit to a director.

On 12 June 2003 Pine Mountain Pty Ltd, a company associated with Mr Bizzell, applied for the issue to it of 161,000 Convertible Notes of \$1.00 each. This application was made at the time the Company was undertaking an issue of Convertible Notes to investors as outlined in Resolution 3. Payment of \$161,000 was made to the Company by Pine Mountain Pty Ltd at the time of application.

The Company also subsequently made a pro-rata entitlement issue of Convertible Notes to all shareholders in the Company upon the same terms and conditions of the issue for which Pine Mountain Pty Ltd applied. Under this offer shareholders were also given the opportunity to apply for Convertible Notes over and above their pro rata entitlement.

Pursuant to the provisions of Section 219 of the Corporations Act, the following information is provided to shareholders: -

The related party to whom the proposed financial benefit is to be given	Pine Mountain Pty Ltd
The proposed financial benefit to be given	The allotment of 161,000 \$1.00 Convertible Notes.
Directors' Recommendation	Mr Bizzell is a Director of the Company. He does not make any recommendation in respect of this resolution as he has a material personal interest in the outcome of the resolution. Messrs Rawlings, Seville, and Anthon, the other Directors of the Company recommend that

	shareholders vote in favour of the resolution.
	All of the Directors of the Company were available to consider the resolution.
Terms of the Convertible Notes	The terms of the Convertible Notes are set out in Schedule 1 to this Explanatory Memorandum.
Effect of Issue on Existing holders of Securities	If the shareholders approve this resolution, then the issue of 161,000 Convertible Notes to Pine Mountain Pty Ltd will result in an increase of Convertible Notes on issue to 2,735,571 and a dilution of approximately 6% in the holding of each of the existing Convertible Noteholders.
	Currently the Company has an issued capital of 221,456,423 ordinary shares. If Pine Mountain Pty Ltd were to convert 161,000 Convertible Notes into shares, and there had been no further issues of shares undertaken by the Company this would increase the number of shares on issue by the Company by 3,220,000, an increase of 1.5%.
	If all the holders of Convertible Notes, including Pine Mountain Pty Ltd were to convert their Convertible Notes into shares, and there had been no further issues of shares undertaken by the Company, there would by an increase in the shares on issue by the Company of 54,711,420 to a total number of shares on issue of 276,167,843.
	Mr Bizzell currently holds directly and indirectly 12,188,195, or 5.5% of the issued ordinary shares in the Company, 32,011 Convertible Notes and 6,978,970 partly paid shares in the Company. In the event that all Convertible Notes, including those issued to Pine Mountain Pty Ltd are converted to ordinary shares, and the Company undertakes no other issues of shares, then Mr Bizzell and his related entities would control 16,048,415, or 5.8%, of the issued ordinary shares of the Company.
Value of the benefit conferred on Mr Bizzell	At the time Pine Mountain Pty Ltd applied for the allotment of Convertible Notes, the Convertible Notes were not listed on the Australian Stock Exchange Ltd. The application price of \$1.00 per Convertible Note payable by Pine Mountain Pty Ltd is the same application price paid by all other allottees of the Convertible Notes. The value of the benefit to Pine Mountain Pty Ltd at that time was zero. The Convertible Notes were quoted on the ASX on 25 July 2003.
	The current value of the benefit conferred on Mr Bizzell by the issue of Convertible Notes can be calculated by reference to the trading price of the Convertible Notes on the ASX. Since quotation the

Convertible Notes have traded between \$1.04 (on 12 August 2003) and \$1.60 (on 9 October 2003). As at 13 October 2003 the value of the benefit conferred on Pine Mountain Pty Ltd was \$61,180 being the trading price of the Convertible Notes, less the subscription price multiplied by 161,000. As at 13 October 2003, if Pine Mountain Pty Ltd were to convert all of the Convertible Notes into ordinary shares the value of the benefit to Pine Mountain Pty Ltd would be \$48,300, being the number of shares into which the Convertible Notes convert, multiplied by the share price at the date of conversion, less the original amount of the subscription for the Convertible Notes.

Date of Issue

Within 30 days from the obtaining of shareholder approval.

SCHEDULE 1

Resolution 2 - Terms of Issue of Convertible Notes

Definitions

Convert means the redemption of a Convertible Note in conjunction with the Company applying the principal amount of that Convertible Note in subscription for Shares and Conversion will be construed accordingly.

Conversion Formula means the formula for the conversion of the Convertible Notes into Ordinary Shares in the Company set out in these Conditions of Issue.

Conversion Notice means a notice in the form set out on each Holding Statement.

Convertible Notes means Convertible Notes to be created and issued by the Company having the Conditions of Issue.

Initial Interest Period means the period from 1 June 2003 to 30 September 2003.

Interest Payment Date means each of the following dates 7 October 2003, 7 April 2004, 7 October 2004, 7 April 2005, 7 October 2005, 7 April 2006, 7 October 2006,

Interest Period means the Initial Interest Period and each of the six monthly periods from 1 October 2003 to the Redemption Date.

Redemption Date means 31 March 2007.

Shares means fully paid Ordinary Shares in the capital of the Company.

Six Monthly Gold Price means the average Australian dollar gold price for the Interest Period by reference to the Perth Mint closing price, or the nearest equivalent thereto, as published from time to time in the Australian Financial Review.

Six Monthly Interest Rate means the greater of 10% or (10 + (Six Monthly Gold Price $-$ 550)/50)% per annum.

Term means the period from 1 June 2003 to the Redemption Date.

Interest

The Company will pay interest for each Interest Period on each Interest Payment Date on the Application Moneys at the Six Monthly Interest Rate.

The Note Holder may elect to receive the value of the interest payment in Convertible Notes issued at their face value and otherwise upon the same terms and conditions as their existing notes. Such election must be made at least 7 days prior to each Interest Payment Date.

Conversion

The Note Holder may Convert the Application Moneys and interest accrued but unpaid thereon into Shares in the Company in accordance with the Conversion Formula at any time during the Term by providing a Conversion Notice to the Company. In the event of a Conversion pursuant to this clause Interest will be payable on the Application Moneys from the date of the last interest payment to the date of Conversion.

Conversion Formula

The number of Ordinary Shares to be issued to the Noteholder on conversion of the Convertible Note will be determined in accordance with the following formula:

1 Convertible Note: 20 Ordinary Shares

Unpaid interest will be converted at the rate of 20 Ordinary Shares for each \$1 of interest that has accrued on the Convertible Notes but not been paid as at Conversion.

Redemption

If the Convertible Notes are not earlier converted then the Company will redeem the Convertible Notes at the Redemption Date by repayment to the Note Holder of the Application Moneys and all unpaid interest.

Sinking Fund and Interest Retention Account

To facilitate the repayment to the Note Holders in the event of the redemption of the Convertible Notes the Company will on the first, second and third anniversaries of the Subscription Dates deposit into a trust account maintained by a third party on trust for the Note Holders an amount equal to 15% of the value of the Convertible Notes issued and outstanding. Amounts held in this trust account are held on trust for the benefit of the Note Holders and will be applied towards the repayment of the Note Holders in the event of Redemption of the Convertible Notes. The trustee is authorised by the parties to invest these funds and interest accrued will be retained as part of this sinking fund.

In the event the amount held in this sinking fund exceeds 15 %, 30%, or 45% as the case may be of the value of the Convertible Notes the Company is authorised to withdraw that amount by which the value of the sinking fund exceeds the required level of retentions in the sinking fund. All moneys held in this account will be credited to the Company following the Conversion of all Convertible Notes.

Whilst any Convertible Notes have not been redeemed or converted the Company will maintain a separate bank account which will at all times hold funds equivalent to the maximum interest payments which the Company may be required to make to Note Holders in the succeeding 12 month period provided that the interest rate used for the purpose of calculating this amount will not exceed 10%.

Governing Law

This Schedule shall be governed by and construed in accordance with the laws of Queensland.

Consent To Become A Member

The Note Holder acknowledges and agrees that upon Conversion, the Note Holder will become a member of the Company.

Ranking

The claims of Noteholders rank after secured claims and obligations preferred under the law, but before claims of shareholders of the Company.

Discharge and Release

The Company will immediately be discharged and released from its liabilities, obligations and covenants under this Deed in respect of any Convertible Note on the first to occur of the redemption or Conversion of the Convertible Notes.

SCHEDULE 2

Resolution 2 - Allottees of Convertible Notes

Arena Promotions Pty Ltd	Danny Hanlan
Babade Pty Ltd	Marion Elizabeth Hyland
Bedford Banner Pty Ltd	Kram Nominees Pty Ltd
Stephen Timothy Biggs	Joan Lemessurier & Fri Lemessurier
Barry Bonetti
Donald Gray Bowden & Margaret Anne Bowden,	Rodney John Lewis & Paul Campbell Atherley
Roslyn Marie Bowden	Limits Pty Limited
Richard Boyer	Lucia Pty Ltd
Ceres Capital Pty Ltd	Tracey McDonald
Catherine Cornish	John McHarry
Cuja Pty Ltd	Ollie Two Pty Ltd
Shane de Grandi	Raymond George Pank
Downshire Investments Pty Ltd	Planet Capital Pty Ltd
Dronkay Pty Ltd	Project Geoscience Pty Ltd
Timothy Durham	Mark Damian Russell & Helen Marie Russell
Paul Elliot	Bryan Sanders
Trevor Elsworthy & Sonia Elsworthy	Shaun Scott
Craig Erskine-Smith	Sixth Erra Pty Ltd
Michael Fung	Slipline Pty Ltd
D Gamble	Paul Soanes
D Gamble & C O'Rourke	David Vincent
Lachlan Goodison	Susan Walsh
Gregory Graham	United National Investments Pty Ltd
	Westpac Custodian Nominees Limited
Gurravembi Investments Pty Ltd
Noel Thomas Halgreen