SAVANNAH GOLDFIELDS LIMITED — AGM Information 2004

Oct 25, 2004

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 25 November 2004 commencing at 11 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 5, Santos House 60 Edward Street BRISBANE QLD 4000 Ph: (07) 3303 0630 Fax: (07) 3303 0601 Email: admin@rcm.com.au Website: www.rcm.com.au
ABN	75 003 049 714
Auditors	PKF Level 6 120 Fdward Street BRISBANE QLD 4000
Legal Advisers	Hemming & Hart Lawyers Level 2 307 Queen Street BRISBANE OLD 4000
Share Registry	ASX Perpetual Registrars Level 22 HSBC 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 25 November 2004 commencing at 11am.

EUSINESS

Receive and Consider the Financial Statements

To receive and consider the financial statements and accompanying reports for the year ended 30 June 2004

Resolution 1 – Re-election of Director

Dr Christopher Rawlings 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 Christopher Rawlings, 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 400,000 \$1.00 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 - 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 9.100,000 11 cents 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 4 - 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 500,000 \$1.00 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 5 - Issue of Securities to PT Petrosea

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

That for the purpose of ASX Listing Rules 7.1, shareholders approve the issue to PT Petrosea Tbk of 8,000,000 ordinary shares and 400,000 \$1,00 Convertible Notes.

Voting Exclusion

The Company will disregard any votes cast on this resolution by PT Petrosea Tbk and any associate of it.

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 requlations 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 23 November 2004 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 2004.

Proxy Form

	SHAREHOLDER		Name
	Name, address and daytime telephone number of shareholder of Renison Consolidated Mines NL		Address
				Daytime phone no.
2.	APPOINTS		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 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			Name of proxy - please print
	proxy sees fit at the General Meeting of the Company to be held on 25 November 2004 commencing at 11am and at any adjournment thereof.
3.	SIGNATURE OF SHAREHOLDER(S)
	All single or joint holders of shares must sign this form.
Signature		Signature		Signature
	or in the case of a company	Date
	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
			company.	Name of Director/Secretary (Print) 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 the Corporations Act. In the case of Sole
Director/Secretary Company, please indicate "Sole Director". If this proxy form is signed under Attorney (or a copy certified as a true copy by statutory declaration) must be forwarded with the proxy form.

$\star$

PROXY'S VOTING INSTRUCTIONS M (OBBER) S	FOR.	AGAINST	ABSTAIN
Resolution 1 – Re-election of Director
Resolution 2 - Ratification of Convertible Note Issue
Resolution 3 - Ratification of Convertible Note Issue
Resolution 4 – Ratification of Convertible Note Issue
Resolution 5 - Issue of Ordinary Shares and Convertible Notes to PT Petrosea
If you wish to diseat your securitary to use an ony item ideas a mode in the announced to be if a mode in placed in a bay your total

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, split 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.

CHAIRMAN AS PROXY

is.

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.

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.

APPOINTMENT OF A SECOND PROXY 6. (OPTIONAL)

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.

$\%$

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 3303 0630 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 11 a.m. Tuesday 23 November 2004.

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 GPO Box 5268 Brisbane OLD 4001, delivered to the Company at Level 5 Santos House, 60 Edward Street Brisbane, or sent by facsimile to the registered office on 07 3303 0601.

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 3303 0630.

Appointment of Corporate Representative

Section 250D of the Corporations Act

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

...................................... 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 25 November 2004 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
• $\mathbf{2}$ 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 GPO Box 5268, Brisbane QLD 4001, or Level 5 Santos House, 60 Edward Street Brisbane, or by facsimile to the registered office on 07 3303 0601. 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 25 November 2004 commencing at 11 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 Dr Rawlings as a director

Dr Christopher Rawlings retires as a Director pursuant to the provisions of the Constitution of the Company and the Listing Rules of the Australian Stock Exchange Limited.

Dr Christopher Rawlings has been a director of the Company since July 2002. Chris Rawlings has over 25 years experience in the mining industry. Until late 2000 he was Managing Director of one of Australia's leading resource companies, QCT Resources Ltd, a position he held from 1994 until the \$900 million takeover by BHP and Mitsubishi. He is also currently Chairman of Australian Magnesium Corporation Limited. Chairman of D'Aquilar Gold Ltd, a non-executive director of UniQuest Ltd and JK Technology Pty Ltd. He has previously held board positions with numerous industry bodies including President of the Queensland Mining Council, Chairman of the Australian Coal Association, Director of the World Coal Institute, and Chairman of the Advisory Board and Adjunct Professor, Department of Mining, Minerals and Processing at the University of Queensland.

Ratification of issue of Convertible Notes Resolution 2:

In December 2003 the Company raised \$540,000 pursuant to an offer of \$1.00 Convertible Notes at an issue price of \$1.35 each to sophisticated investors by way of a private placement. The issue was undertaken to provide the Company with the necessary working capital to advance the Tom's Gully, Quest 29 and Agate Creek gold projects. This issue was completed on 23 December 2003.

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:	400,000 Convertible Notes
Price at which the Securities were issued:	\$1.35 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	23 December 2003

Resolution 3: Ratification of issue of Convertible Notes

In May 2004 the Company raised \$1,001,000 pursuant to an offer of 11 cents unlisted Convertible Notes at an issue price of 11 cents each to sophisticated investors by way of a private placement. The issue was undertaken to provide the Company with the necessary working capital to advance the Tom's Gully, Steve's Hill and Agate Creek gold projects. This issue was completed on 27 May 2004.

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:	9,100,000 Convertible Notes
Price at which the Securities were issued:	\$0.11 per Convertible Note
Terms of the Securities:	The terms of the Convertible Notes are set out in Schedule 3 to this explanatory memorandum.
Name of the allottees:	The names of the allottees are set out in Schedule 4 to this explanatory memorandum.
Use of the funds:	To fund the development of the Company's Northern Territory and North Queensland gold projects and for general working capital purposes.
Date of Allotment	27 May 2004

Resolution 4: Ratification of issue of Convertible Notes

In September 2004 the Company raised \$1,250,000 pursuant to an offer of \$1,00 Convertible Notes at an issue price of \$2.50 each to sophisticated investors by way of a private placement. The issue was undertaken to provide the Company with the necessary working capital to advance the Tom's Gully and Agate Creek gold projects. This issue was completed on 30 September 2004.

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:	500,000 Convertible Notes
Price at which the Securities were issued:	\$2.50 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 5 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	30 September 2004

Issue of Securities to PT Petrosea Tbk Resolution 5:

Pursuant to the provisions of Listing Rule 7.1 shareholder approval is required for the proposed allotment of securities to PT Petrosea Tbk.

The Company has entered into a Heads of Agreement with PT Petrosea Tbk, a subsidiary of one of Australia's largest multi-disciplinary engineering, construction and operations and maintenance groups. Clough Ltd (ASX: CLO), for the provision of underground mining contracting services at the Company's Tom's Gully gold project in the Northern Territory together with PT Petrosea making a \$2 million investment in Renison.

As part of the agreement, PT Petrosea Tbk has provided initial funding towards the completion of the feasibility studies at the Tom's Gully project by providing a loan of \$1 million. Subject to the successful completion of the feasibility study and execution of a formal Alliance Agreement for the underground mining operations at Tom's Gully. PT Petrosea will convert the loan into \$1 million worth of Renison \$1 convertible notes (ASX code: RSNG) at an issue price of \$2.50 per note and will also subscribe for an additional \$1 million worth of Renison ordinary shares at 12.5 cents per share to provide funding towards the underground mine development.

The issue of the securities pursuant to this resolution remains conditional upon the execution of the formal Alliance Agreement between Renison and PT Petrosea Tbk and as at the date of this Notice of Meeting, such agreement has not been executed.

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

Number of Securities to be Allotted:	400,000 \$1.00 Convertible Notes 8,000,000 Ordinary Shares
Price at which the Securities are to be issued:	\$2.50 per Convertible Note 12.5 cents per Ordinary Share
Terms of the Securities:	The terms of the Convertible Notes are set out in Schedule 1 to this explanatory memorandum.
Name of the allottee:	PT Petrosea Tbk or its nominee
Use of the funds:	To fund the development of the Company's Northern Territory gold projects and for general working capital purposes.
Proposed Date of Allotment	Within 3 months of the date of the AGM

Resolution 2, 4 and 5 - Terms of Issue of \$1.00 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.

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 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 Redemotion 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.

Resolution 2-Allottees of Convertible Notes

Name	NOS NOTES	Amount Subscribed
Arena Promotions Pty Ltd	66,667	\$90,000
Badenvale Pty Ltd	66,667	\$90,000
Bedford Banner Pty Ltd (The Kupsch Family A/C)	29,630	\$40,000
First Farley Pty Ltd (Superannuation A/C)	37,036	\$50,000
Michael Orlov Pty Ltd ATF The Orlov Family Investment Trust	11.000	\$14,850
Francesco Carmelo Micale & Norah Margaret Micale ATF FC & NM Micale Superfund	10,000	\$13,500
Mrs Marion Hyland	3,000	\$4,050
Dronkay Pty Ltd (BJ Dawes Superannuation Fund)	8.000	\$10,800
Mr Richard Boyer	8.000	\$10,800
Westpac Custodian Nominees Ltd	100,000	\$135,000
Jaflin Pty Ltd ATF Lynda Adler Family Trust No 2	30,000	\$40,500
Mrs Denise Joy Monk (The Monk Super Fund A/C)	30.000	\$40,500
	400,000	\$540,000

Resolution 3 - Terms of Issue of 11 cent unlisted Convertible Notes

Definitions

Company Conversion Formula means 1 Convertible Note converting into (11/ Redemption Share Price) Shares.

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 1 Convertible Note to 1 Share.

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 the Subscription Date to 31 August 2004.

Interest Payment Dates means 14 days after end of each Interest Period.

Interest Periods means the Initial Interest Period, the period from 1 September 2004 to 30 November 2004, and the period from 1 December 2004 to the Redemption Date.

Redemption Date means 28 February 2005.

Redemption Share Price means 90% of the volume weighted average price (in cents per share) of the Shares traded on ASX for the 10 trading days prior to Redemption Date.

Shares means fully paid ordinary shares in the capital of the Company (ASX Code: RSN).

Subscription Date means the date on which the Company receives the Application Moneys.

Interest Rate means 10% per annum.

Term means the period from the Subscription Date to the Redemption Date.

Issue Of Convertible Notes

The Note Holder subscribes for the Convertible Notes in the amount of the Application Moneys. The Company will issue to the Note Holder the Convertible Notes within 10 days of the Subscription Date. The Convertible Notes are issued on the terms and conditions set out in theses Conditions of Issue.

Quotation

The Company will not seek the quotation of the Convertible Notes on the Australian Stock Exchange Ltd.

Interest

The Company will pay interest for each Interest Period on each Interest Payment Date on the Application Moneys at 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 Convertible Notes into shares in the Company in accordance with the a) Conversion Formula at any time during the Term by providing a Conversion Notice to the Company
• The Company may at the Redemption Date Convert the Convertible Notes, into shares in the Company in $h$ accordance with the Company Conversion Formula. . If this Conversion requires the approval of the Company's shareholders the Company will convene a meeting of its shareholders for this purpose and will not be required to Convert or redeem the Convertible Notes until shareholder approval is obtained. If shareholder approval is not obtained to the Conversion the Company will immediately redeem the Convertible Notes.
• In the event of a Conversion interest will be payable on the Application Moneys from the date of the last interest c) payment to the date of Conversion.
• d) Any unpaid interest at the date of any Conversion will be Converted at the rate of 1 Share for each \$0.11 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.

Further Encumbrances

In the event that subsequent to the issue of the Convertible Notes the Company grants a charge, encumbrance or other form of registrable security over the Company's assets existing at the time of issue of the Convertible Notes then the Note Holder will be entitled to immediately require the Company to redeem the Convertible Notes.

Consent To Become A Member

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

Governing Law

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

Resolution 3 - Allottees of Convertible Notes

Name	Nos of Notes	Amount Subscribed
Hooper Bailee Industries Pty Ltd	1,363,635	\$150,000
Solen Pty Ltd ATF Battleship Trust	2,300,000	\$253,000
Dole Developments Pty Ltd (Superfund A/C)	100,000	\$11,000
Fedton Pty Ltd Super Fund No 1	400,000	\$44,000
Kanoha Pty Ltd Superfund No 1	400,000	\$44.000
Mr Jeffrey Alan Vincent & Mrs Jean Dykes Vincent	910,000	\$100,100
Rex Lancelot Jones	454,545	\$50,000
Planet Capital Pty Ltd	1,590,002	\$174,900
Ashley James Brandon	681,818	\$75,000
Mr Barry John Dawes & Mrs Catherine Margaret Dawes	400,000	\$44,000
Crafters Connect Pty Ltd (Super Fund A/C)	100.000	\$11,000
Dronkey Pty Ltd (BJ Dawes Super Fund A/C)	110,000	\$12,100
Boorne Gregg Investments Pty Ltd	190,000	\$20,900
Richard James Boyer	100.000	\$11,000
	9,100.000	\$1,001,000

Resolution 4 - Allottees of Convertible Notes

Name	Nos of Notes	Amount Subscribed
M Bruton Pty Ltd	20,000	\$50,000
Samuel Capital Ltd	10,000	\$25,000
JP Morgan Nominees Australia Ltd	80,000	\$200,000
Fistra Ptv Ltd	20.000	\$50,000
Dr Shirthady Prabha Chandra (Superfund a/c)	10,000	\$25,000
Biospace Investment Pty Ltd	19,500	\$48,750
Heroso Pty Ltd (Heroso Pty Ltd S/F A/C)	12,500	\$31,250
Crawford Falls Pty Ltd	8.000	\$20,000
Hooper Bailie Industries P/L	40,000	\$100,000
Biotec International P/L	20,000	\$50,000
Sixth Erra Pty Ltd	20,000	\$50,000
Bedford Banner P/L (Kupsch Family Trust)	20,000	\$50,000
David John Widdacombe (Widdicombe Family A/C)	16,000	\$40,000
Badenvale Pty Ltd	4.000	\$10,000
Bond Street Custodians Ltd (DHE-JM 0680 A/C)	10,000	\$25,000
Bond Street Custodians Ltd (DHE-MW 0698 A/C)	10,000	\$25,000
Westglade Pty Ltd	40,000	\$100,000
Richard Boyer	4,000	\$10,000
Rocklea Estate Pty Ltd (Farrow Superfund)	12.000	\$30,000
Boorne Greg Investments Pty Ltd	8.000	\$20,000
Colin McGillivary	9.000	\$22,500
Tony Mittermaier	1.000	\$2,500
MDH Securities Pty Ltd (MDH Superfund A/C)	4,000	\$10,000
Stephen McMartin & Josephine McMartin	2,000	\$5,000
Solen Pty Ltd ATF Battleship Trust	100,000	\$250,000
	500,000	\$1,250,000