SAVANNAH GOLDFIELDS LIMITED — Proxy Solicitation & Information Statement 2007

Jun 12, 2007

Renison Consolidated Mines NL ABN 75 003 049 714

Notice of General Meeting and Explanatory Statement

General Meeting to be held at PricewaterhouseCoopers Conference Centre, Level 2 Naldham House, 1 Eagle Street Brisbane, on 16 July 2007 commencing at 11 am

This Notice of 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
Secretary	Paul Marshall
Registered Office	Level 5 60 Edward St 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 10 Eagle Street BRISBANE QLD 4000
Legal Advisers	Hemming + Hart Level 2 307 Queen Street BRISBANE QLD 4000
Share Registry	Link Market Services Ltd Level 12 HSBC Building 300 Queen Street BRISBANE QLD 4000

Notice of General Meeting

Notice is given that the General Meeting of the Company will be held at PricewaterhouseCoopers Conference Centre, Level 2 Naldham House, 1 Eagle Street Brisbane, Queensland on 16 July 2007 commencing at 11am.

BUSINESS AND RESIDENCE

Resolution 1 - Sale of Tom's Gully Project

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

"That for the purposes of Listing Rule 11.2 and all other purposes shareholders approve the sale by the Company of its Tom's Gully Project on the terms set out in the accompanying Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast on this resolution by GBS Gold International Inc and any associate of GBS Gold International Inc. 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 2 - Ratification of Issue of October 2007 \$0.22 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 35,950,000 October 2007 \$0.22 Convertible Notes at an issue price of \$0.20 each, the terms of which issue are set out in the Explanatory Memorandum."

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 - Approval of Issue of October 2007 \$0.22 Convertible Notes

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

"That in accordance with Listing Rules 7.1 and 10.11 of the Listing Rules of the ASX, and for all other purposes, the directors of the Company be hereby authorised to issue 6,550,000 October 2007 \$0.22 Convertible Notes in the Company at an issue price of \$0.20 each to Pine Mountain Pty Ltd as trustee for the Riverview Trust, an entity controlled by Mr Stephen Bizzell who is a director of the Company, the terms of which issue are set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by Pine Mountain Pty Ltd in the placement of Convertible Notes and any associate of Pine Mountain Pty Ltd. 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 14 July 2007 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 member of the Company entitled to attend and vote at the General Meeting is entitled to $(a)$ appoint not more than two proxies;
• a proxy need not be a member of the Company; and $(b)$
• 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 13 June 2007

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 16 July 2007 commencing at 11am.

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 - Sale of Tom's Gully Gold Project

Background

On 20 March 2006, the Company announced that it had entered into a conditional Heads of Agreement for the sale of its Tom's Gully Gold Project and associated assets to GBS Gold International Inc (GBS Gold). Subsequently, following completion of due diligence investigations by GBS Gold, the Company entered into a full form Agreement on 24 May 2007 with GBS Gold for the sale of the Project.

The Tom's Gully Gold Project has been the principal focus of the Company's activities over the last 2 years.

The Company has made a significant investment in the development of the Tom's Gully Mine. Underground mine development commenced in October 2005 and production from the Mine commenced in July 2006. Generally the development of the Tom's Gully Mine was slower and more expensive than originally forecast. Although underground performance in the Mine was improving, production did not achieve projected levels.

On 2 March 2007, Renison announced that mining and processing activities at Tom's Gully were suspended due to an intense monsoonal rain depression, and the operation placed on a care and maintenance basis. Renison has returned the mine to the operational condition it was in prior to the rain-induced suspension of activities.

Following these events and as announced on 20 March 2007, the Board decided to pursue a sale of the Project and place the mine on a care and maintenance basis pending its sale other than to rectify any damage caused by the mine inundation.

Pursuant to the provisions of Listing Rule 11.2 of the Australian Stock Exchange Limited Listing Rules, in some circumstances the sale of a "main undertaking" of a company requires the approval of the Company's Shareholders.

Accordingly, the Company is required to seek Shareholders' approval for this sale.

Terms of sale

The purchase price comprises the following instalments totalling up to \$51 million:

• \$10 million payable on closing in GBS Gold shares at market price on March 19, 2007, being $\bullet$ 3,046,315 shares. GBS have undertaken to place these shares to enable Renison to receive cash proceeds. Subject to the receipt of shareholder approval closing is anticipated to take place on or about 31 July.
• \$3 million payable 6 months after closing in cash or GBS Gold shares at the prevailing market price, at GBS Gold's election;
• \$9 million payable 12 months after closing in cash or GBS Gold shares at the prevailing market price, at GBS Gold's election;
• \$10 million payable 18 months after closing in cash or GBS Gold shares at the prevailing market price, at GBS Gold's election;
• \$8 million payable 24 months after closing in cash or GBS Gold shares at the prevailing market price, at GBS Gold's election;
• \$50 per ounce over 200,000oz of gold of Proven or Probable Reserves or total production to a maximum of \$5 million payable in cash or GBS shares at the prevailing market price, at GBS Gold's election: and
• Upon cumulative production of over 300,000oz of gold from the closing date, a 2% rovalty on subsequent production. GBS Gold may purchase the royalty for \$6 million payable in cash or GBS shares at the prevailing market price, at GBS Gold's election.

GBS Gold has advanced \$2.5 million to Renison for the discharge of certain obligations over the Tom's Gully assets. The advance is secured by a fixed and floating charge over the majority of the Tom's Gully sale assets and shall be immediately repaid from the proceeds of the first instalment. If the transaction is not completed the advance must be repaid and GBS Gold is entitled to a \$500,000 break fee.

The agreement with GBS represents an opportunity for Renison to realise a fair value for the Tom's Gully Mine and the funding available from the sale will enable the Company to focus its resources and pursue the advancement of its considerable portfolio of projects including the Agate Creek and Eidsvold Gold projects and its NSW Coal Projects and to consider other project opportunities.

The agreement is conditional upon the obtaining of Renison Shareholder approval.

Future operations of Renison

Following the sale of the Tom's Gully Project, the Company will utilise the net proceeds from the sale received for at least the first 12 months after the completion of the sale (after paying existing creditors and repayment of the GBS advance of \$2,500,000) to focus on the following 3 Projects:

• Agate Creek Gold Project:
• New South Wales Coal Projects; and
• Eidsvold Gold Project

Details of proposed expenditure programme on the projects have not as vet been finalised but it is likely that the major focus will be on the Agate Creek Gold Project and the Coal Projects.

Agate Creek Gold Project

Following the completion of the sale of the Tom's Guily Project the Company's most immediate focus will be the ongoing exploration and feasibility studies at the Agate Creek Gold Project.

The Agate Creek Epithermal gold project is located approximately 50 kms west of Kidston in northeast Queensland and covers an area of 465 sq kms. The Company first acquired an interest in the Agate Creek project in 2004 pursuant to a joint venture with Barrick Gold Ltd and the Company has spent over \$2.5 million on the project to date. Renison currently has approximately a 75% interest in the Agate Creek gold project and is increasing its interest with its ongoing work programs.

Following extensive exploration work over the last 3 years including over 300 drill holes, a combined Indicated and Inferred Mineral Resource of 13.2 million tonnes at 1.0 g/t gold for 428,000 ounces has been estimated at a 0.3 g/t gold cut-off. At a 0.5 g/t gold cut-off, a combined Indicated and Inferred Resource of 7.5 million tonnes at 1.5 g/t gold for 350,000 ounces was also estimated. Details are in the fables below:

TIKKEIN $\ $ CUT-OFF $\ $		ekoevata			SHERWOOD			SHERWOOD SOUTH			SHERWOOD WEST
Resource	Mt	Gold	Gold	Mt	Gold	Gold	Mt	Gold	Gold	Mŧ	Gold	Gold
Classification		g/t	'000oz		g/t	'000oz		g/t	$'000$ oz		g/t	'000oz
Indicated	8.8		289	5.3	0. ا	176	0.0			3.6	1.0	116
Inferred	4.4	.0	136	2.5	٥.١	80	0.	$\cdot$	4	.	0.9	52
Total	13.2		428	.8 7	0. ا	255		$\cdot$ .2	4	5.3	1.0	168

$0.5$ G/T CUT-OFF		TOITN			SHERWOOD			SHERWOOD SOUTH			SHERWOOD WEST
Resource Classification	Mt	Gold g/t	Gold '000 oz	Mt	Gold g/t	Gold 000' oz	Mt	Gold g/f	Gold 000' oz	Mt	Gold g/t	Gold 000' 0Z
Indicated	$-5.$	. 5	238	3.0	. 5	144	0.0			- 0	4. ا	95
Inferred	2.4	$\mathcal{A}$	10	4،،	$\mathcal{A}$	65	0. ·	.6 1	3	0.9	. . 4	42
Total	.5	.5	350	4.4	.5	210		.6	3	З.	. . 4	136

Grade and tonnage rounded to one decimal place. Ounces calculated prior to rounding and reported to nearest 1,000 ounces.

The information in this notice that relates to Mineral Resources is based on information compiled by Mr Scott Hall who is a member of the Australian Institute of Mining and Metallurgy. Mr Hall is a full-time employee of Renison Consolidated Mines NL. Mr Hall has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.' Mr Hall consents to the inclusion in this notice of the matters based on his information in the form and context in which it appears.

At current gold prices, the 0.3 g/t gold grade cut-off is considered to approximate the variable cost component of processing ore via a CIP processing plant and the 0.5 g/t gold grade cut-off would approximate the total cost of CIP processing at a 1 to 1.5 million tonne per annum processing rate. Metallurgical test work to date has shown the ore to be very amenable to carbon in pulp processing with high recoveries at moderate grinds and low reagent consumptions.

The upcoming drilling program at Agate Creek is aimed to significantly increase the current gold resource base and potentially increase the scope of the project (mine life and annual production rate). The exploration program is targeting a larger resource base to justify the lowest operating cost possible for this project. A Feasibility Study, which is currently scoped for a minimum 60,000 ounce per annum low strip ratio open cut gold mine, is continuing with work focusing on longer lead time issues such as electricity supply, water supply, cultural heritage and environmental matters.

New South Wales Coal Projects

The Company also has interests in a number of coal projects in northern NSW acquired in 2004. These interests include a 50% interest in the Ashford hard coking coal project where an inferred resource of 18mt has already been outlined from work carried out and 100% interest in the Arrawatta coking coal exploration project. In addition to exploration work and infrastructure studies to be undertaken, the Company is also considering options for its interests in its coal projects with respect to the most appropriate way in which to ensure that shareholder value creation for these projects can be realised in a timely manner.

The Ashford Coking Coal Project comprises two 50% joint ventures with Northern Energy Corporation ("NEC"). The first is the Ashford Mine Area, a joint venture on EL 6234 and EL6428 where an initial 18 mt resource has been identified and where NEC is funding exploration and a feasibility study to earn an additional 25%. The second is the Ashford Exploration Area, which covers other exploration licenses (including Atholwood (EL 6526) and Ashford North (EL 6539)) which are being funded on a co-contributing basis. NEC is managing both areas of activity. The Company has spent in excess of \$1,500,000 on its projects to date. Further expenditure has been made on the projects by its joint venture partners.

The 100% owned Arrawatta Coking Coal Exploration Project comprises ELs 6433, 6434, 6521 & 6568. Significant thicknesses of coal bearing Permian sediments have previously been identified in and around the original Arrawatta discovery area. Drill holes intersected Permian sediments with coal over a strike of approximately 3 km with the sequence open to the north. Coal bearing strata are contained within two to three sequences within the Permian sediments. Cumulative thicknesses of coal previously identified ranged from approximately 3m to almost 18m. There is only very limited exposure at surface of Permian sediments. Drilling has therefore been "blind". testing for the Permian coal measures commonly through Tertiary sediments/basalts and recent alluvials. The Permian coal measures strike almost north-south and have a westerly dip.

Eidsvold Gold Project

The Company has an option to purchase agreement with respect to the Eidsvold Gold Project in Queensland. The option is exercisable for a one off payment of \$75,000 and may be exercised up until February 2008. The project is located adjacent to and immediately west of the township of Eidsvold, approximately 400km to the northwest of Brisbane, Queensland.

The Eidsvold gold project area encompasses the historic Eidsvold gold mines, including the Mt Rose and Augusta Reefs which produced approximately 100,000 ounces of gold in the late 1890's at a grade of over 30 g/t gold. The Mt Rose and Augusta reefs outcrop as moderate-strongly altered, variably sheared and quartz veined granite/granodiorite of the Permian Eidsvold Intrusive Complex. The Mt Rose Reef has a shallow southerly dip while the Augusta Reef has a north easterly dip. The intersection of these structures is the immediate focus of the upcoming field programs.

Renison has undertaken mapping and geochemical sampling and considers the tenement area has potential to contain high grade mineralisation. The historical production came from the reefs that were visible at surface and the area has never been subjected to intensive modern exploration techniques. Apart from extensions to the known reef systems, the project area remains highly prospective for other gold mineralisation located away from the existing workings. Drilling is planned to be undertaken this vear.

Proforma Balance Sheet

The following is a consolidated pro forma balance sheet of the Company following completion of the sale of the Tom's Gully Project based upon the Company's 31 December 2006 audit reviewed balance sheet and allowing for the effects of the sale transaction, payments to creditors and other significant transactions between 31 December 2006 and 30 April 2007.

Consolidated Balance Sheet	31/12/2006	Other transactions	Tom's Gully Sale Transaction	Pro Forma
	\$	\$	s.	\$
Current Assets
Cash and cash equivalents	845,176	(2,068,127)	3,975,247	2,752,295
Trade and other receivables	167,851		12,000,000	12,167,851
Inventories	339,930	(339,930)
Financial assets	5,163,134	(5, 161, 634)		1,500
Other current assets Total Current Assets	198,578			198,578
	6,714,669	(7, 569, 692)	15,975,247	15,120,224
Non-Current Assets
Trade and other receivables Financial assets	631,145 1		17,605,000	18,236,145 1
Property, plant & equipment	19,928,771		(19,717,851)	210,920
Exploration and development	13,682,567		(9,306,392)	4,376,175
Total Non-Current Assets	34,242,484	$\Omega$	(11, 419, 243)	22,823,241
Total Assets	40,957,153	(7, 569, 692)	4,556,004	37,943,465
Current Liabilities
Trade and other payables	7,903,675		(5,215,857)	2,687,818
Financial liabilities	19,429,651	(2,560,218)	(304, 199)	16,565,234
Provisions	85,583			85,583
Total Current Liabilities	27,418,909	(2,560,218)	(5,520,056)	19,338,634
Non-Current Liabilities
Financial liabilities	12.367.194		(899.697)	11,467,497
Provisions	400,000		250.000)	150,000
Total Non-Current Liabilities	12,767,194		(1, 149, 697)	11,617,497
Total Liabilities	40,186,103	(2,560,218)	(6,669,753)	30,956,132
Net Assets	771,050	(5,009,473)	11,225,757	6,987,333
Equity
Issued capital	50,620,639	4,992,000		55,612,639
Reserves	3,203,567	(3,054,845)		148,722
Accumulated losses	(53,053,156)	(6,946,628)	11,225,757	(48, 774, 027)
Total Equity	771,050	(5,009,473)	11,225,757	6,987,334

Resolution 2: Approval for the Issue of October 2007 \$0.22 Convertible Notes

In December 2006 and January 2007 the Company raised \$8,500,000 (before issue costs) pursuant to an offer of 42,500,000 \$0.22 Convertible Notes at an issue price of \$0.20 each to sophisticated investors by way of a private placement. The funds raised by the issue were used by the Company to pursue the further advancement of the Company's mining assets including funding:

repayment of an existing secured debt facility providing greater flexibility for the future $\bullet$ development and financing of the company's Agate Creek and Coal projects

• ongoing exploration programs at the Agate Creek gold project including feasibility studies for the project's development;
• further exploration of Renison's coal assets:
• development funding for the Tom's Gully Mine; and
• general working capital purposes.

The placement of 35,950,000 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. The issue of 6,550,000 of the convertible notes is subject to approval by shareholders pursuant to Resolution 3 below.

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

\$0.20 per Convertible Note	Number of Securities Allotted:
	Price at which the Securities were issued:
The terms of the Convertible Notes are set out in Schedule 1 to this explanatory memorandum.	Terms of the Securities:
The notes were allotted to sophisticated and professional investor clients of the following stockbroking / licensed security dealers: Tricom Equities ۰ Tolhurst Securities Cygnet Capital ABN Amro Morgans	Name of the allottees:
Funds were used for: repayment of an existing secured debt facility providing greater flexibility for the future development and financing of the company's Agate Creek and Coal projects ongoing exploration programs at the Agate Creek gold project including feasibility studies for the project's development; further exploration of Renison's coal assets; development funding for the Tom's Gully Mine; and general working capital purposes.	Use of the funds:
23, 31 January, 9 February, 8 June 2007	Dates of Allotment

In order to assist Shareholders to appropriately consider this Resolution and Resolution 3 below, it is noted that:

• the Company's ordinary shares have traded on ASX in the 3 months prior to the date of $\bullet$ this Notice between 7.3 cents and 15 cents:
• the October 2007 \$0.22 Convertible Notes have traded on ASX in the 3 months prior to the date of this Notice between 15 cents and 19 cents:
• at the close of trading on 7 June 2007, the Company's ordinary share price was 7.4 cents
• at the close of trading on 7 June 2007, the Company's October 2007 \$0.22 Convertible Notes price was 16 cents.

Resolution 3: Approval of Issue of October 2007 \$0.22 Convertible Notes

The Company has agreed (subject to shareholder approval) to issue 6,550,000 \$0.22 Convertible Notes at an issue price of \$0.20 each to Pine Mountain Pty Ltd as trustee for the Riverview Trust. an entity related to Mr Stephen Bizzell, a director of the Company (Director Placement Notes).

In December 2006, Pine Mountain Pty Ltd as trustee for the Riverview Trust applied for the issue to it of the Director Placement Notes. This application was made at the time the Company was undertaking an issue of Convertible Notes to investors as outlined in Resolution 2. Payment of the application monies of \$1,310,000 was made to the Company by Pine Mountain Pty Ltd at the time of the application.

The issue of the Director Placement Notes does not require a disclosure document as it shall proceed as an offer pursuant to Section 708(12) of the Corporations Act.

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 director related entity.

Funds raised from the placement of the Director Placement Notes were used (together with funds from the Placement the subject of Resolution 1 above) in providing funding towards

• repayment of an existing secured debt facility providing greater flexibility for the future $\bullet$ development and financing of the company's Agate Creek and Coal projects
• ongoing exploration programs at the Agate Creek gold project including feasibility studies for the project's development;
• further exploration of Renison's coal assets:
• development funding for the Tom's Gully Mine; and $\bullet$ .
• general working capital purposes.

The Director Placement Notes to be issued under Resolution 3 will be issued by the Company no later than one (1) month after the date of this meeting.

The rights attaching to the Director Placement Notes will be identical in all respects to the existing October 2007 \$0.22 Notes issued by the Company and are set out in Schedule 1 below.

The Company intends applying for listing of the Director Placement Notes for quotation on the ASX.

Schedule 1

RESOLUTIONS 2 and 3 - TERMS OF OCTOBER 2007 \$0.22 CONVERTIBLE NOTES

Definitions

Company means Renison Consolidated Mines NL

Company Conversion Formula means 1 Convertible Note converting into (22/ Redemption Share Price) Shares.

Convert means the redemotion 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.

Interest Period means the period from 1 October 2006 to 1 October 2007.

Interest Payment Date means 1 October 2007.

Interest Rate means 10% per annum.

Redemption Date means 1 October 2007.

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.

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 seek the quotation of the Convertible Notes on the Australian Stock Exchange Ltd. Interest

The Company will pay interest for the Interest Period the Interest Payment Date on the Application Moneys at Interest Rate. The Note Holder may elect to receive the value of the interest payment in Shares issued at the rate of 1 Share for each \$0.22 of interest. Such election must be made at least 7 days prior to the Interest Payment Date.

Conversion

The Note Holder may Convert the Convertible Notes 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

The Company may at the Redemption Date Convert the Convertible Notes into shares in the Company in 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 payment to the date of Conversion.

Any unpaid interest at the date of any Conversion will be Converted at the rate of 1 Share for each \$0.22 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.

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.

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 16 July 2007 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) (print)	Name of authorised representative
Position of authorised representative (print) (print)	Position of authorised representative

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:

• 1. 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.
• Insert the date of execution where indicated. З.
• Send or deliver the Certificate to the Company at GPO Box 5268, Brisbane QLD 4001, or $\overline{4}$ 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.

Renison Consolidated Mines NL ACN 003 049 714

PROXY FORM

APPOINTMENT OF PROXY

(name of shareholder) being a member/s of Renison Consolidated Mines NL and entitled to attend and vote hereby appoint
the Chairman of the Meeting	Write here the name of the person you are
(mark with an X)	appointing if this person is someone other than the Chairman of the Meeting
Queensland on 16 July 2007 at 11,00am (Brisbane time) and at any adjournment of that meeting.	my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Renison Consolidated Mines NL to be held at Level 2, Naldham House, 1 Eagle Street, Brisbane, If the chair of the meeting is your nominated proxy, or may be appointed by default and you do not wish to direct your proxy

	Voting directions to your proxy – please mark $\boxtimes$	For:		Against Abstain*
Resolution 1	Sale of Tom's Gully Project		$\begin{array}{ c c c c c c c c c c c c c c c c c c c$
Resolution 2	Ratification of Issue of Convertible Notes		$\Box$ $\Box$ $\Box$
Resolution 3	Approval of Issue of Convertible Notes		$\Box$ $\Box$ $\Box$

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands
or on a poll and your votes will not be counted in computing the required majority on a poll.

Execution

This section must be signed in accordance with the instructions below to enable your directions to be implemented.

Individual or Security holder 1	Security holder 2	Security holder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
Contact Name	Contact Daytime Telephone	Date

Contact Daytime Telephone

How to Complete the Proxy Form

1. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company.

2. Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate section. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3. Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint on a second proxy you must:

on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise. each proxy may exercise half your votes. Fractions of votes will be disregarded.

Return both forms together in the same envelope.

4. Signing Instructions

Vaccount sing this form on follows in the second oppulded

Individual: Joint Holding:	TOU THUSE SIGHT UNS TONIT AS TONOWS IN THE SPACES DROVIDEQ. where the holding is in one name, the holder must sign. where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 11.00am 14 July 2007 being 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged with the Company:

IN PERSON: Renison Consolidated Mines NL, Level 5, 60 Edward Street, Brisbane, Queensland BY MAIL: Renison Consolidated Mines NL, GPO Box 5268, Brisbane, QLD, 4001 BY FAX: (07) 3303 0601

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 3303 0630.