SCIDEV LTD — AGM Information 2003

Oct 23, 2003

Intec Ltd

ASX Code: INL ABN 25 001 150 849

Superior and Sustainable Metals Production

Gordon Chiu Building 101 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia

15 October 2003

Dear Shareholders

Telephone: +612-9351-6741 Facsimile: +612-9351-7180 Email: mail@intec.com.au Website: www.intec.com.au

2003 Annual General Meeting

With this letter are enclosed the Intec Ltd 2003 Annual Report and Notice of the Intec Ltd 2003 Annual General Meeting to be held at the Company's above address.

Apart from updating shareholders on the Company's progress, the formal items to be dealt with at the meeting under Ordinary Business are the approval of the 2003 Financial Statements (and related Directors' and Auditor's Reports) and the re-election of two Directors.

The item of Special Business pertains to the granting of options to Directors under the Intec Option Plan (IOP). The IOP is intended, without cash cost to the Company, to enhance the collective efforts on behalf of all shareholders of "eligible employees", being Directors, employees and key consultants. In light of there having been significant achievements over the past year, but there being no salary/fee increases awarded for this current year, it is proposed to issue 2,931,818 options (on terms described below) to "eligible employees", excluding Directors. This does not require shareholder approval.

The Special Business resolutions propose that the Company's shareholders approve the grant of a total of 1,694,190 options (on the same terms) to those five Executive and Non-executive Directors of the Company who held office throughout the year ended 30 June 2003. In my experience, Directors fees paid by Intec Ltd are modest, when each Director's respective reputation, capability and experience are considered, and when their active contributions and legal responsibilities are taken into account. On the other hand, we are mindful that the Company has a negative cashflow and that its share price performance over the past year has been poor.

At the time of writing, the price of the Company's shares is A\$0.054, compared with the range A\$0.018 and A\$0.07 over the past six months. The Board considers that the proposed five-year options exercise price under the IOP of 10 A cents per share represents an appropriate premium over the current market share price to protect shareholders' interests while aligning the Directors' interests with the Company's longer term share price performance. Using the Black and Scholes valuation model based on reasonable assumptions, the total present value of all options proposed to be granted to Directors, employees and key consultants in respect of the year ended 30 June 2003 is approximately A\$115,000. Assuming shareholder approval, total options that have historically been granted under the IOP will then equate to 5% of the Company's issued shares.

You are encouraged to read the enclosed Annual Report and Notice of Annual General Meeting carefully and to attend the meeting or return your Form of Proxy as soon as possible.

Yours faithfully

Kenneth Severs

Kenneth J Severs Chairman

Intec Ltd

ABN 25 001 150 849

NOTICE OF 2003 ANNUAL GENERAL MEETING

Notice is given that the 2003 Annual General Meeting of shareholders of Intec Ltd will be held as follows:

Time: 5.30pm

Date: Wednesday 26 November 2003

Place: Department of Chemical Engineering, Building 101, Maze Crescent, University of Sydney NSW 2006 Australia.

This notice should be read in conjunction with the accompanying explanatory statement.

This notice is accompanied by a proxy form for those shareholders wishing to vote by proxy. Please follow the instructions at the end of the form carefully.

ORDINARY BUSINESS

Resolution 1 Financial Report

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

That the Company's Financial Report for the financial year ended 30 June 2003 together with the related Directors' and Auditor's reports be received, approved and adopted.

Resolution 2 Election of Director - Mr Ian W Ross

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

That Mr Ian W Ross, a Director appointed since the last Annual General Meeting and retiring in accordance with the Corporations Act 2001 and the Company's Constitution and being eligible for reelection, be re-elected a Director of the Company.

Resolution 3 Election of Director - Mr Kenneth J Severs

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

That Mr Kenneth ] Severs, a Director since 2001, and retiring in accordance with the Company's Constitution and being eligible for re-election, be re-elected a Director of the Company.

SPECIAL BUSINESS

Resolutions 4(a) to 4(e) Approval of Options for Directors

Resolution 4(a) Approval of Options for Mr Kenneth J Severs

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

That the meeting approves the issue to Mr Kenneth J Severs, of 140,302 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

NOTICE OF 2003 ANNUAL GENERAL MEETING (continued)

Resolution 4(b) Approval of Options for Mr Philip R Wood

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

That the meeting approves the issue to Mr Philip R Wood, of 570.263 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 4(c) Approval of Options for Mr A John Moves

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

That the meeting approves the issue to Mr A John Moyes, of 753,537 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 4(d) Approval of Options for Mr J Philip Evans

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

That the meeting approves the issue to Mr I Philip Evans, of 115,044 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 4(e) Approval of Options for Mr Gordon L Toll

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

That the meeting approves the issue to Mr Gordon L Toll, of 115,044 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Voting Exclusion

Intec Ltd will disregard any votes cast on resolutions 4(a) to 4(e) (Approval of Options for Directors) by any Director or by an associate of any Director. Intec Ltd need not, however, disregard that Director's vote if:

• It is cast by him, 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 Chairman of 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 Chairman decides.

OTHER BUSINESS

To transact any other business which may be properly brought before the meeting.

Dated: 15 October 2003

By order of the Board

Robert J Waring Company Secretary

EXPLANATORY STATEMENT

This Explanatory Statement sets out information in connection with the business to be considered at the 2003 Annual General Meeting of the Company.

ORDINARY BUSINESS

The following items of ordinary business will be considered at the meeting.

Resolution 1 Financial Report

This item of business relates to the receipt, approval and adoption of the Company's Financial Report for the year ended 30 June 2003 together with the related Directors' and Auditor's reports.

Resolution 2 Election of Director - Mr Ian W Ross

Mr Ian W Ross was appointed as an additional Non-executive Director of the Company on 19 September 2003 and, retiring in accordance with the Corporations Act 2001 and the Company's Constitution, Mr Ross cannot hold office past the 2003 Annual General Meeting without submitting himself for re-election. Mr Ross, being eligible, wishes to stand for re-election.

Mr Ross is a director of, and with executive responsibilities for, a number of operating subsidiaries in the Ivanhoe group, the Company's largest shareholder. His senior executive roles with Ivanhoe Capital Corporation have included several vears resident in the People's Republic of China as the Ivanhoe group's Director and as Vice Chairman of Shanghai Land Corporation. Mr Ross is now resident in Sydney.

Election of Director - Mr Kenneth J Severs Resolution 3

Mr Kenneth J Severs was appointed a Director of the Company on 3 May 2001. Under the Company's Constitution, Mr Severs retires by rotation and, being eligible, wishes to stand for reelection.

Resolutions 4(a) to 4(e) Approval of Options for Directors

In the Company's Prospectus dated 19 December 2001 (pages 16 and 82), it was forecast that the Company would issue options under the terms of the Intec Option Plan (IOP) equal in total to up to 5% of the Company's issued shares as incentives to Directors, staff and key consultants. In accordance with this forecast, during the 2002 calendar year the Company issued a total of 7,451,957 options under the terms of the IOP (representing 5% of the Company's then 146,039,142 shares on issue). These options expire on 16 July 2007 and may be exercised (and shares will be issued) at a price of 25 cents per share. To the extent that some of these options were issued to Directors of the Company (for no cash consideration), the approval of shareholders was sought and obtained at the 2002 Annual General Meeting for the issue of 4,281,947 options made up of Philip R Wood (2,047,035), A John Moyes (1,756,749), Kenneth J Severs (295,173) and J Philip Evans (182,900). The options were granted immediately following the meeting.

On 11 September 2003 the Company closed 92% subscribed, a fully underwritten renounceable three for five Entitlements Issue. The Entitlements Issue resulted in the issue of an additional 87,623,490 Intec shares at 3 cents per share, bringing the Company's total shares on issue to 233,662,632. In order to reflect the efforts of Directors, staff and key consultants during this important year in the Company's development, the Board proposes to allocate 4,626,008 new options under the terms of the IOP (New Options) which, as a result of the Company's increased issued capital subsequent to the Entitlements Issue, maintains the 5% level referred to in the preceding paragraph. As mentioned in the attached letter from the Chairman, the Board has agreed that there will be no remuneration increase for either staff or Directors during the year ending 30 June 2004. Approval is now sought for the issue of a total of 1,694,190 New Options under the terms of the IOP to those Directors of the Company who held office throughout the year ended 30 June 2003, as set out below. Providing shareholder approval for the grant of Options to Directors is received, all Options will be issued on 27 November 2003.

EXPLANATORY STATEMENT (continued)

• The following Directors are proposed to be issued options under the IOP, subject to $(a)$ your approval:
• Kenneth J Severs
• Philip R Wood
• A John Moves ٠
• J Philip Evans ė
• Gordon L Toll
• $(b)$ the aggregate number of New Options intended to be granted to the Directors, subject to shareholder approval, is 1,694,190, made up as follows:

Kenneth J Severs	140,302
Philip R Wood	570,263
A John Moyes	753.537
J Philip Evans	115,044
Gordon L Toll	115,044

the New Options are proposed to be granted immediately following the meeting at $(c)$ which this resolution is approved, for no cash consideration. The New Options expire on 26 November 2008 and may be exercised (and shares will be issued) at a price of 10 cents per share.

No Director shall participate in an issue under the IOP unless shareholders in general meeting approve the specific issue.

It is proposed that the New Options be granted in recognition of the contribution to the Company by Directors in the previous 12 months and the ongoing responsibility that they assume for the affairs of the Company. All of the Directors mentioned in (b) above are entitled to participate in the IOP, together with Mr I W Ross. It is not proposed to issue options to Mr I W Ross, who has only recently joined the Board. There have been significant positive developments to the Company's portfolio of metals processing technologies achieved during the past year, in particular the successful design of the Intec Copper Process electrowinning cell and the discovery and patenting of the Intec Gold Process (IGP). The allocation of the New Options to both staff and the Directors seeks in part to recognise the considerable contributions of particular individuals to these successes.

At the time of writing, the price of the Company's shares is A\$0.054 compared with the range A\$0.070 and A\$0.018 during the previous six months. The Board has agreed that the proposed exercise price represents an appropriate premium over the current market share price and protects shareholders' interests while aligning the Directors' interests with the Company's longer term share price performance.

Using the Black and Scholes valuation model based on reasonable assumptions, the total present value of all options proposed to be granted to Non-executive and Executive Directors is A\$42,000.

Copy of the Rules

Copies of the Rules of the Intec Option Plan are available to shareholders free of charge on request.

Intec Ltd

ABN 25 001 150 849

FORM OF PROXY FOR 2003 ANNUAL GENERAL MEETING

I/We,

(Name of Shareholder)

of

(Address of Shareholder)

being a shareholder of Intec Ltd hereby appoint:

(Name of Proxy)

(Address of Proxy)

or, failing him/her, the Chairman of the Meeting as $my/our$ proxy to attend and vote for $me/us$ and in $my/our$ name at the Annual General Meeting of Intec Ltd to be held on Wednesday 26 November 2003 and at any adjournment of that meeting.

Each shareholder should see overleaf for information concerning how to vote by proxy or appoint a corporate representative.

Proxy Voting Instructions

If you wish to instruct your proxy how to vote on any item, please indicate your instructions with an " $X''$ in the appropriate box(es) below. Unless otherwise instructed, the proxy is directed to vote as he/she thinks fit.

⊓

If you do not wish to direct your proxy how to vote, please place a mark in the box.

By marking this box, you acknowledge that, if the Chairman is your proxy, 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 proxy holder will be disregarded because of that interest.

The Chairman of the meeting intends to vote undirected proxies in favour of all resolutions set out in the Notice of Meeting.

RESOLUTIONS

No.	Resolutions			For	Against	Abstain
Resolution 1 Financial Report Election of Director - Ian W Ross Resolution 2 Resolution 3 Election of Director - Kenneth J Severs
Resolution 4	Participation by Directors in Share Option Scheme $(a)$ – Kenneth J Severs (b) – Philip R Wood $(c)$ – A John Moyes $(d)$ - J Philip Evans (e) - Gordon L Toll
OR (affix company seal if applicable): Signature of Member: Director		Director/Secretary		OR (Sole director Company): Director

Date:

VOTING BY PROXY AND APPOINTMENT OF A CORPORATE REPRESENTATIVE

• 1. A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where two proxies are appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights.
• 1. A proxy need not be a shareholder of the Company. A shareholder may appoint as its proxy the "Chairman of the Meeting".
• 1. A proxy given by a corporation must be executed under seal or under the hand of a duly authorised officer or attorney. Either of the joint holders of a share may sign the proxy form.
• 1. To be effective, the proxy form and the power of attorney or other authority (if any) under which each is signed (or a copy of that power or authority certified in a manner acceptable to the Directors of the Company) must be deposited at the Gordon Chiu Building [01, Department of Chemical Engineering, Maze Crescent, University of Sydney NSW 2006 Australia or by facsimile: +612 9351 7180 at least 48 hours prior either to the meeting (i.e. not later than 5.30 pm on Monday 24 November 2003) or to any adjourned meeting.
• 1. Additional proxy forms will be supplied on request.
• 1. A body corporate may appoint a representative to attend, vote at and otherwise act for it at the meeting in accordance with the Corporations Act 2001.