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SAVANNAH GOLDFIELDS LIMITED Proxy Solicitation & Information Statement 2003

Oct 28, 2003

65880_rns_2003-10-28_0ed5d8d0-41c2-4dda-8646-c176937afc59.pdf

Proxy Solicitation & Information Statement

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Renison Consolidated Mines NL

ABN 75 003 049 714

Notice of General Meeting of the Holders of Partly Paid Shares and Explanatory Statement

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 10 am (following the Annual General Meeting of the Company)

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

Notice of General Meeting

Notice is given that a General Meeting of the holders of Partly Paid shares will be held at PricewaterhouseCoopers Conference Centre, Level 2 Naldham House, 1 Eagle Street Brisbane, Queensland on Thursday 27 November 2003 commencing at 10 am (following the Annual General Meeting of the Company).

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Resolution to amend call programme

To consider and if thought fit to pass the following resolution as a special resolution:

"That the amount of 22 cents, currently payable in respect of the Partly Paid Shares by 31 January 2004, be payable in the following manner:

$(a)$ as to 0.5 cents: by 31 January 2004
$(b)$ as to 1 cent: by 31 January 2005
$(c)$ as to 1 cent: by 31 January 2006
$(d)$ as to 1 cent: by 31 January 2007
(e) as to 1 cent: by 31 January 2008
(f) as to $17.5$ cents: by 31 January 2009."

Paul Marshall Company Secretary Renison Consolidated Mines NL

Dated 29 October 2003.

Point at Which Voting Rights are Determined

The Corporations Act permits the Company to specify a time not more than 48 hours before the meeting at which a "snap-shot" of holders of Partly Paid shares will be taken for the purposes of determining entitlements to vote at the meeting.

The Company's Directors have passed a resolution to the effect that all Partly Paid 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 Partly Paid shares at that time.

Proxies

Please note that:

  • a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies:
  • 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 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 holder of Partly Paid shares 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.

Proxy Form

$\sim$ $\sim$ HOLDER

Name, address and davtime telephone number of Partly Paid shareholder of Renison Consolidated Mines NL

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 proxy sees fit at the General Meeting of the Company to be held on 27 November 2003 commencing at 11 am and at any adjournment thereof.

28 SIGNATURE OF HOLDER(S)

All single or joint holders of Partly Paid shares must sign this form.

Name
Address
Daytime phone no.

Insert here the name of the person you wish to appoint as proxy. Holders cannot appoint themselves. The Chairman of the meeting will act as your proxy if you do not appoint someone.

Name of proxy - please print

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
Name of Director/Secretary (Print)
Under Power of Attorney on behalf of the
company.

*delete as appropriate

This proxy form must be signed by the Partly Paid shareholder and, in the case of joint holders, by each of the joint holders. 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 Power of Attorney the original Power of Attorney (or a copy certified as a true copy by statutory declaration) must be forwarded with the proxy form.

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 holding of Partly Paid shares will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of Partly Paid shares you wish to vote in the appropriate box. The direction will be inv a particular item, or if you have split your direction, if the total holding show in "FOR", "AGAINST" and "ABSTAIN" boxes is more than your total holding 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 holder of Partly Paid shares 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 -5. - - - - - - - - - - - - - - - - - -

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.

APPOINTMENT OF A SECOND PROXY (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.

|--|--|

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 holder is entitled to appoint up to two persons 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 10 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.

For Further Information: If you need any further information about this form or attendance at 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 holder

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 holders of Partly Paid shares in relation to the business to be conducted at a 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 10 am (following the Annual General Meeting of the Company).

The purpose of this Explanatory Statement is to provide holders of Partly Paid shares with information that is reasonably required by them to decide how to vote upon the resolution to be considered by the meeting. The Directors recommend that holders of Partly Paid shares read this Explanatory Statement before determining whether to support the resolution 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 to decide whether or not it is in the best interests of the holders of Partly Paid shares to pass any the resolution.

Resolution

Pursuant to the Constitution of the Company, the rights attaching to the Partly Paid shares may only be varied by the passing of a Special Resolution passed at a separate meeting of the holders of the Partly Paid shares.

The Partly Paid shares on issue by the Company have been currently paid to 3 cents with a call currently payable on 31 January 2004 of 22 cents. As the Company is a no liability company, a holder of Partly Paid shares is under no obligation to pay a call on Partly Paid shares but a failure to pay any call may result in the forfeiture of the Partly Paid shares.

The effect of the resolution proposed will be to replace the current call of 22 cents that is due on 31 January 2004 with a series of calls which will be payable in the amounts and on the dates that follow:

$(a)$ as to 0.5 cent: by 31 January 2004
$(b)$ as to 1 cent: by 31 January 2005
$(c)$ as to 1 cent: by 31 January 2006
$(d)$ as to 1 cent: by 31 January 2007
(e) as to 1 cent: by 31 January 2008
(f) as to $17.5$ cents: by 31 January 2009."

The Company currently has 152,500,000 Partly Paid shares on issue.

The proposed amendment to the call program is in line with the board's strategy of maintaining flexibility for its capital raising initiatives and the proposed call program will assist the Company to maintain a strong treasury at all times to provide for both the continued development of the Company's existing assets and also the ability to take advantage of new project opportunities in the resources sector.