SCIDEV LTD — AGM Information 2005

Oct 16, 2005

Intec Ltd ABN 25 001 150 849

NOTICE OF 2005 ANNUAL GENERAL MEETING

Notice is given that the 2005 Annual General Meeting of shareholders of Intec Ltd will be held as follows:

Time: 5.30pm

Date: Wednesday, 16 November 2005

Place: 'The Partners Room', in the offices of Allens Arthur Robinson Level 23, The Chifley Tower, 2 Chifley Square, Sydney 2000, 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 2005 together with the related Directors' and Auditor's reports be received, approved and adopted.

Election of Director - Mr A John Moyes Resolution 2

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

That Mr A John Moyes, a Director since 1995, retiring in accordance with the Company's Constitution and being eligible for re-election, 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 J Severs, a Director since 2001, retiring in accordance with the Company's Constitution and being eligible for re-election, be re-elected a Director of the Company.

Resolution 4 Adoption of Remuneration Report

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

That the Company's Remuneration Report for the financial year ended 30 June 2005 be received, approved and adopted.

SPECIAL BUSINESS

Resolutions 5(a) to 5(g) Approval of Options for Directors

Resolution 5(a) Approval of Options for Mr Richard H Jenkins

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

That the meeting approves the issue to Mr Richard H Jenkins of 318,418 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 5(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 1,014,590 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

NOTICE OF 2005 ANNUAL GENERAL MEETING (continued)

Resolution 5(c) Approval of Options for Mr A John Moyes

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

That the meeting approves the issue to Mr A John Moyes of 804,832 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 5(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 J Philip Evans of 329,783 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 5(e) Approval of Options for Mr Ian W Ross

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

That the meeting approves the issue to Mr Ian W Ross of 329.783 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 5(f) 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 335,535 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 5(g) 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 329,783 options on the terms summarised in the explanatory statement accompanying the notice of the meeting at which this resolution is passed.

Resolution 6 Ratification of placement to Macquarie Bank Limited of shares and options

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

That pursuant to ASX Listing Rules 7.4 and for all other purposes, the meeting approves the issue of shares and the issue of options to Macquarie Bank Limited, on the terms summarised in the explanatory statement which accompanies the notice of the meeting at which this resolution is passed.

Resolution 7 Proposed issue to Macquarie Bank Limited of options

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

That pursuant to ASX Listing Rules 7.1, 7.3 and for all other purposes, the meeting approves the proposed issue of options to Macquarie Bank Limited, on the terms summarised in the explanatory statement which accompanies the notice of the meeting at which this resolution is passed.

Voting Exclusion Statements

Intec Ltd will disregard any votes cast on resolutions $5(a)$ to $5(g)$ (Approval of Options for Directors) by any Director and by an associate of any Director. Intec Ltd need not, however, disregard that Director's vote on resolutions 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.

The Company will disregard any votes cast on Resolutions 6 and 7 by Macquarie Bank Limited who participated in the issue of share and options and will participate in the proposed issue of options and its associates, as provided for in ASX Listing Rule 14.11.

NOTICE OF 2005 ANNUAL GENERAL MEETING (continued)

However, Intec Ltd need not disregard any vote on Resolutions 6 and 7

if:

• it is cast by a person, as a proxy for a person who is entitled to vote, in accordance with the $\bullet$ 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 $\bullet$ 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: 14 October 2005

By order of the Board

Robert J Waring Company Secretary This Explanatory Statement sets out information in connection with the business to be considered at the 2005 Annual General Meeting of Intec Ltd (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 2005 together with the related Directors' and Auditor's reports.

Resolution 2 Election of Director - Mr A John Moyes

Mr A John Moyes was appointed a Director of the Company on 16 July 1995. Under the Company's Constitution, Mr Moyes retires by rotation, and being eligible, wishes to stand for re-election.

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 re-election.

Resolution 4 Adoption of Remuneration Report

The Corporate Law Economic Reform Programme (Audit Reform and Corporate Disclosure Act 2004 (Cth)) (CLERP 9) requires that a resolution be put to the members to adopt the Remuneration Report as disclosed in the Directors' report. The vote on this resolution is advisory only and non-binding. The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the meeting.

SPECIAL BUSINESS

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

Resolutions 5(a) to 5(g) Approval of Options for Directors

In the Company's announcement to ASX dated 5 April 2005, it was foreshadowed that the Company would seek shareholder approval to 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 performance incentives to Directors, staff and key consultants. During the 2001-2002 financial 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). During the 2002-2003 financial year the Company issued a total of 4,626,008 new options under the terms of the IOP (maintaining the 5% level referred to above of the then 233,662,632 shares on issue). The last approval of shareholders was sought and obtained at the 26 November 2003 Annual General Meeting for the proposed issue of options to Directors made up of 115,044 options for J P Evans, 753,537 options for A J Moyes, 140,302 options for K J Severs, 570,263 options for P R Wood and 115,044 options for G L Toll. These options were issued for no consideration, have an exercise price of 10 cents and an expiry date of 26 November 2008 and were granted immediately following the 2003 Annual General Meeting.

In January 2005 the Company completed a A$12 million capital raising consisting of:

• institutional placement of 101,450,000 ordinary shares at a price of A$0.069 per share which raised A$7,000,050.
• Share Purchase Plan (SPP) resulting in the issue of $17,854,652$ shares at a price of A$0.069 per share, raising A$1,231,970.98
• SPP underwriting resulting in the issue of 54,609,116 Ordinary Shares at a price of A$0.069 per share which raised approximately A$3,768,029, and

EXPLANATORY STATEMENT (continued)

Under the terms of the IOP and pursuant to the recommendation of its Remuneration Committee, on 5 April 2005 the Company's Board of Directors granted 6,087,213 options as recognition and incentive for staff and key consultants (excluding Directors), who advanced the Company's technical and corporate progress during the 18 month period 1 July 2003 to 31 December 2004. The options are exercisable at A$0.069 per share for a period of five years expiring on 24 February 2010.

Additionally under the IOP, it is proposed to grant 3,462,725 options on the same terms and in respect of the same period as above to the Company's Directors. Approval is now sought for the issue of a total of 3,462,725 options under the terms of the IOP to those Directors of the Company who held office during the year ended 30 June 2005, as set out below. Assuming that these options are approved, the total number of options granted under the IOP will remain at 5% of INL's issued share capital and all options will be issued by 30 November 2005.

• The following Directors are proposed to be issued options under the IOP, subject to shareholder $(a)$ approval:
  • Richard H Jenkins
  • Philip R Wood
  • A John Moves
  • J Philip Evans
  • $\tan{W}$ Ross
  • Kenneth I Severs
  • Gordon L Toll
• $(b)$ the aggregate number of options intended to be granted to the Directors, subject to shareholder approval, is 3,462,725, made up as follows:

Mr Richard H Jenkins (Chairman) - 318,419 options

Mr Philip R Wood (Managing Director and Chief Executive Officer) - 1,014,590 options

Mr A John Moyes (Technical Director) - 804,832 options

Mr J Philip Evans (Non-executive Director, until his resignation on 1 April 2005, following which he continues to provide engineering consultancy services to the Hellyer Metals Project) -329,783 options

Mr Ian W Ross (Non-executive Director) - 329,783 options

Mr Kenneth J Severs (Non-executive Director, formerly Chairman) - 335,535 options

Mr Gordon Toll (Non-executive Director, until his resignation on 16 December 2004, following which he was an alternate director for Mr Ian Ross until 27 September 2005 and has now agreed to perform some consulting services in the coming 12 months) – 329,783 options.

$(c)$ the options are proposed to be granted immediately following the meeting at which this resolution is approved, for no cash consideration. The options expire on 24 February 2010 and may be exercised (and shares will be issued) at a price of A$0.069 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 options be granted in recognition of the contribution to the Company by Directors in the 18 months up to 31 December 2004 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. There have been significant positive developments to the Company's portfolio of metals processing technologies achieved during the past year, in particular in relation to the Hellyer Metals Project. The allocation of the 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$0.078 compared with the range A$0.085 and A$0.042 during the previous six months. The Board has agreed that the proposed exercise price is the same as the shares issued in the A$12 million capital raising referred to above

Using the Black and Scholes option valuation methodology and assuming a valuation date of 5 April 2005, the date on which similar options were granted to staff and key consultants and an announcement concerning this made to ASX, the options have a value of approximately A$0.0363 each. This is the option value used in the 2005 Annual Report. Accordingly the total value of options proposed to be granted to Non-executive and Executive Directors is A$125,569.

Resolutions 6 and 7 Issues to Macquarie Bank Limited of shares and options

On 22 June 2005 the Metals and Energy Capital Division of Macquarie Bank Limited (MBL) committed to provide a secured A$2,500,000 standby Working Capital Facility (the Facility) to Intec Ltd alongside MBL taking a placement of A$500,000 worth of Intec shares at A$0.069 per share (7,246,377 shares). The A$500,000 placement of shares took place on 23 September 2005.

There are no cash fees payable in respect of the Facility, which is repayable by 31 December 2006.

In consideration of MBL providing the Facility, on 23 September 2005 Intec Ltd issued call options to MBL for the purchase of 15,000,000 of the Company's shares at A$0.08 per share, expiring 30 June 2008. A further issue of 10,000,000 options, on the same terms, is proposed to be made to MBL on the first drawdown of the Facility.

The Company has agreed to mandate MBL to lead arrange the debt financing and associated metal price and interest rate hedging facilities for development of the Hellyer Metals Project. MBL has twenty years experience and a very strong track record during that time in financing numerous base and precious metals projects, including lead arranging facilities for larger projects.

The Australian Stock Exchange Limited (ASX) Listing Rule 7.1 allows the Company to issue a maximum of 15% of its expanded capital in any 12 month period without requiring shareholder approval. ASX Listing Rule 7.4 allows the Company to seek the approval of shareholders for issues made under Listing Rule 7.1.

As the issue of 7,346,377 shares and 15,000,000 options to MBL are not in breach of ASX Listing Rule 7.1 and were not previously approved by the shareholders of the Company, Resolution 6 calls for shareholder approval and ratification of the shares and options issued to MBL. The shares issued pursuant to the placement rank equally in all respects with all existing ordinary shares previously issued by the Company. The funds raised in the placement and on the exercise of options are to be used to increase working capital and to meet the costs incurred in advancing the Hellyer Metals Project.

Resolution 7 calls for shareholder approval of this proposed option issue to MBL. The options are expected to be issued in November 2005 and in any case no later than three months after the date of the meeting.

Copy of the Rules

Copies of the Rules of the IOP are available to shareholders free of charge on request.

Intec Ltd ABN 25 001 150 849

FORM OF PROXY FOR 2005 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 Proxu)

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 16 November 2005 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 in regard to Resolutions 5 and 6

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 at all to direct your proxy how to vote, please place a mark in this 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.

For

Against Abstain

RESOLUTIONS

Resolutions

1		Financial Report		v
2	Election of Director - A John Moyes
3	Election of Director - Kenneth J Severs
4	Remuneration Report
5	Approval of Options for Directors
	(a)	Richard H Jenkins
	(b)	Philip R Wood
	(c)	A John Moyes
	(d)	J Philip Evans
	(e)	Ian W Ross
	(f)	Kenneth J Severs
	(g)	Gordon L Toll
6	Ratification of placement to Macquarie Bank Limited of shares and options
7	Proposed issue to Macquarie Bank Limited of options
Signature of Member:			Execution by Corporate Member
			Director/SecretaryDirector

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 J01, 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 14 November 2005) 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.