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SCIDEV LTD Capital/Financing Update 2003

Aug 6, 2003

65761_rns_2003-08-06_c8e8dff0-f0f2-477b-9781-58bc40eda308.pdf

Capital/Financing Update

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Intec Ltd

ASX Code: INL ABN 25 001 150 849

Superior and Sustainable Metals Production

Gordon Chiu Building J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia

Telephone: +612-9351-6741 Facsimile: +612-9351-7180 Email: [email protected] Website: www.intec.com.au

7 August 2003

Companies Announcements Office Australian Stock Exchange Limited

Intec Ltd Entitlements Issue Prospectus

On 17 June 2003, Intec announced a three for five renounceable entitlements issue of 87,623,490 new shares at A\$0.03 per share to raise \$2,628,705 (the Issue).

In accordance with ASX Listing Rules, the following documents are attached for release:

    1. Intec's Prospectus, dated 7 August 2003, relating to the Issue.
    1. An amended Appendix 3B New Issue Announcement relating to the Issue.
    1. Copies of the letters to be sent today to holders of unquoted Intec options, as required by the Listing Rules.

Yours sincerely Intec Ltd

Philip R. Wood

Philip R Wood Managing Director and Chief Executive Officer

ABN 25 001 150 849

PROSPECTUS

for the three for five renounceable entitlements Issue to shareholders of 87,623,490 new Shares at the price of A\$0.03 per Share to raise A\$2,628,705.

This Prospectus is dated 7 August 2003.

The Closing Date for the Issue is 5.00pm AEST on 11 September 2003.

Joint Underwriters

Taylor Collison Limited Grange Securities Limited

IMPORTANT INFORMATION

Investment in the Shares should be regarded as speculative.

This document is important and requires your immediate attention. It should be read in its entirety.

If you are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

TABLE OF CONTENTS

CHAIRMAN'S LETTER
KEY DATES
SUMMARY OF THE ISSUE
DETAILS OF THE ISSUE
INVESTMENT OVERVIEW
PURPOSE OF THE ISSUE
FINANCIAL INFORMATION
RISK FACTORS
ADDITIONAL INFORMATION
DIRECTORS' RESPONSIBILITY STATEMENT
DEFINITIONS
ENTITLEMENT AND ACCEPTANCE FORM
CORPORATE DIRECTORY

DATE AND LODGEMENT OF PROSPECTUS

This Prospectus is dated 7 August 2003 and was lodged at ASIC and ASX on that date.

In compliance with Section 713 of the Corporations Act, this Prospectus contains all the information which shareholders, investors and their licensed professional advisers would reasonably require and would reasonably expect to find in the Prospectus for the purpose of making an informed assessment of:

$(a)$ the effect of the Issue on Intec; and

$(b)$ the rights and liabilities attaching to the Shares;

as well as such other information as is required by the Corporations Act.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. In making representations in this Prospectus regard has been made to the fact that ASX maintains a file containing publicly disclosed information about Intec, that Intec is a disclosing entity for the purpose of the Corporations Act and that certain matters may reasonably be expected to be known to licensed professional advisers whom shareholders and potential investors may consult.

The Shares that are being issued under this Prospectus are also being issued in New Zealand in accordance with the Securities Act 1978 and Securities Act (Overseas Companies) Exemption Notice 2002.

No action has been taken to register or qualify the Shares or the Issue or otherwise permit a public offering of the Shares in any jurisdiction other than Australia and New Zealand. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The Entitlements and Shares that Non-Qualifying Foreign Shareholders would otherwise receive or be entitled to apply for will be dealt with in the manner set out on page 4.

Some capitalised words or abbreviated terms used in this Prospectus have defined meanings which appear in the Definitions sections on page 26 of this Prospectus.

No Responsibility by ASIC and ASX

The ASIC and ASX take no responsibility for the contents of this Prospectus.

No Allotments After 13 Months

The Expiry Date of this Prospectus is 7 September 2004, being the date 13 months after the date of this Prospectus. No Shares will be allotted, issued or sold on the basis of this Prospectus after the Expiry Date.

Photo on Front Cover: Copper dendrites being removed by conveyor belt from Intec's newly designed electrowinning cell operating at the Department of Chemical Engineering, University of Sydney.

CHAIRMAN'S LETTER

7 August 2003

Dear Fellow Intec Shareholder

On 17 June 2003, Intec announced a three for five renounceable entitlements issue to existing Intec shareholders of 87,623,490 new Shares at the price of A\$0.03 per Share, to raise A\$2,628,705.

Since listing on ASX on 2 May 2002, Intec has focused its activities on the advancement of its portfolio of patented hydrometallurgical processes. In particular over the past nine months, Intec has developed and patented the Intec Gold Process (IGP) for the treatment of refractory gold concentrates in an economically and environmentally advantageous manner. Your Directors consider that the IGP represents a clear early path to project cashflow and therefore intend that the Company focus primarily on the IGP in the near future.

Consequently the Company's principal activities will be the immediate design, construction and operation of the IGP pilot plant, that will trial treat on a paid basis refractory gold concentrate tonnages submitted by gold producers from around the world. Intec's largest shareholder (Orian Holding Corp., wholly owned by Ivanhoe Mines Ltd.), has agreed to fund directly the A\$500,000 capital cost of IGP pilot plant (together with the commissioning and operations costs of the first process refractory gold concentrates to be submitted by Ivanhoe) in return for a worldwide IGP licence. We greatly appreciate the support - and we believe, the intelligent vision of Ivanhoe in assisting the development and commercialisation of the IGP and also Intec's base metals technologies.

The operation of Intec's newly designed copper electrowinning cell at the University of Sydney has proved very successful and we remain firmly committed to the longer term success of our base metals technologies: unfortunately the present base metals industry environment remains averse to the introduction of further processing capacity using new technology. Intec is therefore presently using its world-leading hydrometallurgical expertise to focus on the gold industry where there are more buoyant prices, lower barriers to entry, reduced capital costs and shorter paths to project cashflows.

The Issue is fully underwritten by Taylor Collison Limited and Grange Securities Limited. Orian Holding Corp. has agreed to subscribe fully for its rights and additionally to act as sub-underwriter for up to 32,600,000 Shares $(AS978,000).$

The Directors of Intec (or the companies with which they are associated that hold Intec Shares) all intend to subscribe fully for their rights and hope that you also will increase your holding in Intec in order to participate in the Company's future growth.

Yours sincerely

Intec Ltd

Kenneth Kevers

Kenneth J Severs Chairman

KEY DATES

These dates are indicative only and may be subject to change without notice.

Announcement of the Issue 17 June 2003
Lodgement of Prospectus with ASIC and ASX. 7 August 2003
Application to ASX for Quotation of Shares 7 August 2003
Shares trade "ex" Entitlements (Rights) and first day of Entitlements (Rights) trading 12 August 2003
Record Date to determine Entitlements (Rights) to new Shares 18 August 2003
Prospectus and Entitlement and Acceptance Forms dispatched 21 August 2003
Last day of Entitlements trading 4 September 2003
Deferred Settlement trading of new Shares begins 5 September 2003
Acceptances and renunciations close at 5.00pm 11 September 2003
Allotment of new Shares 29 September 2003
Dispatch of Holding Statements 2 October 2003
Normal trading of new Shares commences 3 October 2003

SUMMARY OF THE ISSUE

Intec is undertaking a renounceable entitlements issue to shareholders on the basis of three Shares for each five Shares held at an issue price of A\$0.03 per Share. The Issue will result in 87,623,490 new Shares being issued to raise A\$2,628,705.

The Issue is fully underwritten by Taylor Collison Limited and Grange Securities Limited.

The funds raised by the Issue will be used principally to develop and market the Intec Gold Process and for working capital in relation to Intec's other proprietary technologies.

An investment in Intec should be considered a speculative investment.

For further information see the Risk Factors at page 14 of this Prospectus.

DETAILS OF THE ISSUE

The Entitlements Offer of Shares

This Prospectus has been prepared for the pro rata renounceable issue of 87,623,490 Shares on the basis of three new Shares for every five Shares held on the Record Date. The Issue is renounceable, meaning that shareholders may sell or transfer their Entitlements to the Issue. Shareholders who are registered at 5.00pm AEST on the Record Date of 18 August 2003 will be given the opportunity to participate in the Issue.

How to Accept the Entitlements Offer

The number of Shares to which you are entitled is shown in the Entitlement and Acceptance Form that will be dispatched to shareholders on 21 August 2003. You may:

If you wish to take up all of your Entitlement:

Complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that Form. Forward your completed Form together with your cheque or provision of credit card details for the amount shown on the Form to reach Registries Limited, Level 2, 28 Margaret Street, Sydney NSW 2000 or PO Box R67, Royal Exchange, Sydney NSW 1223 not later than 5.00pm AEST on 11 September 2003.

If you wish to sell all of your Entitlement on ASX:

Fill in the section on the back of the accompanying Entitlement and Acceptance Form marked "INSTRUCTIONS TO YOUR STOCKBROKER" and lodge the Form with your stockbroker (not Registries Limited) before Entitlements trading ceases on 4 September 2003. Brokerage may be payable to your stockbroker.

If you wish to sell part of your Entitlement on ASX and take up the balance:

You may take up part of your Entitlement by completing the accompanying Entitlement and Acceptance Form where indicated and by completing the section marked "INSTRUCTIONS TO YOUR STOCKBROKER" and lodging the Form with your stockbroker (not Registries Limited), together with your payment by either cheque (or provision of credit card details) of the amount due in respect of those Shares accepted before Entitlements trading ceases on 4 September 2003. You may sell the balance of your Entitlement through your stockbroker.

If you wish to transfer all or part of your Entitlement to another person other than on ASX:

Forward a completed standard renunciation form(s) (which may be obtained from Registries Limited), your Entitlement and Acceptance Form, completed where indicated, and payment by either cheque (or provision of credit card details) for the Shares, if any, you have accepted to reach Registries Limited, Level 2, 28 Margaret Street, Sydney NSW 2000 or PO Box R67, Royal Exchange, Sydney NSW 1223 not later than 5.00pm AEST on 11 September 2003.

If you wish to take up part of your Entitlement without sale of the balance:

Fill in the section on the front of the Entitlement and Acceptance Form marked NUMBER OF SHARES ACCEPTED and strike out the words "accepted in total". Complete the form and forward it, together with your cheque (or provision of credit card details) for the amount due in respect of the Shares accepted to reach Registries Limited, Level 2, 28 Margaret Street, Sydney NSW 2000 or PO Box R67, Royal Exchange, Sydney NSW 1223 not later than 5.00pm AEST on 11 September 2003.

Underwriting

By an underwriting agreement dated 7 August 2003, Taylor Collison Limited and Grange Securities Limited have agreed to act jointly as Underwriters to the Issue.

The commission payable to the Underwriters is 6% of the total amount subscribed under the Issue. The terms of the Underwriting Agreement are described on page 20 of this Prospectus.

Orian Holding Corp., a wholly-owned subsidiary of Ivanhoe Mines Ltd., a substantial shareholder in the Company and a company of which Intec Director, Mr Gordon Toll is a director, has agreed with the Underwriters, in addition to taking up its own Entitlement of Shares (A\$522,000), to further act as priority sub-underwriter for up to 32,600,000 Shares (A\$978,000) – refer to page 21.

DETAILS OF THE ISSUE (continued)

Orian currently holds 29,000,000 Shares or 19.858% of the Shares in the Company. Orian has advised the Company that it intends to take up its entitlement to 17,400,000 Shares under the Issue for a subscription amount of A\$522,000 and that it has agreed to act as sub-underwriter for the first 32,600,000 Shares in any shortfall to the Issue. If Orian takes up its Entitlement to 17,400,000 Shares under the Issue, and the Issue is fully subscribed, Orian's Intec Share holding (and voting power) will remain at 19.858%. If Orian receives the maximum possible shortfall of 32,600,000 Shares as sub-underwriter as well as taking up its Entitlement to 17,400,000 Shares under the Issue, its Share holding (and voting power) will increase to 33.81%.

Quotation of Shares

Intec is listed on the ASX and its Shares are quoted on ASX. Application for admission of the new Shares to quotation on the ASX will be made within seven days after the date of this Prospectus.

The fact that ASX may grant quotation of the new Shares is not to be taken in any way as an indication of the merits of Intec or the Shares now offered for subscription.

Non-Qualifying Foreign Shareholders

The Issue is not being extended to any Shareholders whose registered address is outside Australia or New Zealand and to whom it would be unlawful to do so under applicable securities laws (such persons being 'Non-Qualifying Foreign Shareholders') other than certain eligible UK, US and Canadian investors. Intec will transfer the Entitlements of Non-Qualifying Foreign Shareholders to a nominee to sell those Entitlements on ASX for a price and in a manner determined in its discretion. Any interest earned on the proceeds of the sale of Entitlements will be applied against the expenses of the sale first but any balance of the interest will accrue to Intec.

Neither Intec nor the nominee will be liable for a failure to sell Entitlements or to sell Entitlements at any particular price. Any proceeds of the sale will be distributed to the Non-Qualifying Foreign Shareholders for whose benefit the Entitlements have been sold in proportion to their shareholdings (after deducting the costs of the sale and the distribution of the proceeds).

In respect of Entitlements that lapse, the Underwriters will subscribe for the relevant number of new Shares in accordance with the Underwriting Agreement.

Rounding/Fractional Entitlements

Fractional Entitlements under the terms of the Issue will be rounded up to the nearest whole number.

. . . . . . . . . . . . . . . . . . .

INVESTMENT OVERVIEW

Intec is the owner of a patented and proven halide-based metals processing technology (the 'Intec Process'). Commercial and technical development of the Intec Process has historically focussed on the treatment of copper concentrates (the 'Intec Copper Process'), but in recent years Intec has greatly extended the application of the generic Intec Process to include the treatment of zinc, lead, nickel, and polymetallic concentrates, the treatment of economically valuable residue materials and most recently the treatment of refractory gold ores and concentrates (collectively, the Intec Processes). The Directors consider that the Intec Processes have substantial cost and environmental advantages over all other known pyrometallurgical and hydrometallurgical processing technologies.

Intec's technology portfolio is shown in the figure below.

Figure 1: Intec's Technology Portfolio

While the application of the generic Intec Process to the treatment of base metal concentrates remains a key focus of the Company's activities, poor economic conditions in many of the base metal industries have recently acted as a deterrent to industry acceptance of new technology.

The Intec Gold Process (IGP) $(a)$

While the Company will continue to support the development and commercialisation of the Intec Process for the treatment of base metal concentrates, the principal immediate focus of the Company's commercial direction will be on the application of the Intec Process to the treatment of refractory gold ores and concentrates (the Intec Gold Process or IGP). Therefore, the principal use of the funds raised from the Issue will be to support the development and marketing of the IGP.

The IGP has been developed as a halide-based alternative for the recovery of gold from refractory sulphide deposits. The metallurgical exploitation of such deposits is generally by way of flotation of the ground ore to produce a concentrate, which is subsequently treated to oxidise sulphide minerals in a pre-treatment step, culminating in the extraction of the gold from the oxidation residue using cyanide.

Refractory Gold Deposits

An estimated one third of the world's gold production is from gold deposits that are classified as refractory (i.e. they require pre-treatment prior to cyanidation). This proportion is expected to increase as near-surface oxidised gold deposits are depleted. The treatment of refractory gold ores, and in particular, selection among the competing technologies based on their relative economic and environmental advantages, has become a major issue for the gold industry as it seeks to replenish reserve inventories.

Refractory gold deposits can broadly be broken into three principal groups (or a combination thereof):

    1. Single-refractory gold deposits due to the presence of gold in arsenopyrite or pyrite;
  • Single-refractory gold deposits due to the presence of gold in other sulphides; and 2.
  • Double-refractory gold deposits, such as Bakyrchik, in Kazakhstan, where in addition to the above 3. sulphides there is also the presence of preg-robbing carbon material.

In treating various concentrates from these groups, the IGP potentially provides major economic and environmental advantages over competing processes.

Technologies For The Treatment of Refractory Gold Concentrates

The conventional leach process for recovery of gold from 'free milling' ores utilises sodium cyanide technology that is coming under increasing scrutiny from an environmental point of view. This technology is in any case ineffective for the treatment of so-called refractory gold ores and concentrates.

Refractory gold ores and concentrates require a pre-treatment step by one of roasting, bacterial oxidation (Biox) or pressure oxidation $(Pox)$ – all in the sulphate medium – in order to liberate the gold from sulphide matrices. This is then followed by conventional leaching in sodium cyanide solution, and the subsequent adsorption of the gold on activated carbon. Roasting is generally applied to double-refractory ores that are resistant to conventional flotation (e.g. in the Carlin area of Nevada) and may entail a difficult environmental approval process. Roasting is therefore not widely used, except at high throughput rates where economics of scale offset environmental control costs.

The IGP differs from all other refractory gold treatment routes in that it is a direct and single-stage leach process operating in the halide medium that liberates the gold simultaneously for immediate adsorption on activated carbon. Gold is insoluble in sulphate, whereas halides, like cyanide, form strong complexes with gold to facilitate its dissolution and subsequent recovery by adsorption onto activated carbon. Halides are weaker ligands than cyanide, requiring an acidic environment ( $pH < 2$ ) and higher solution temperature and potential (Eh) to achieve the same gold extraction efficiencies.

In the treatment of refractory gold sulphides, the use of the halide medium allows sulphide oxidation to be performed concurrently with gold dissolution. Once the gold-laden solution is separated from the oxidised mineral slurry, the dissolved gold can be recovered by adsorption onto activated carbon, which would then be eluted with cyanide for the ultimate recovery of gold metal by electrowinning (Note that Intec has not yet demonstrated this last step). Alternatively, the gold-laden activated carbon can be burned to recover the gold.

The IGP therefore differs from current commercial practice where gold is extracted from the oxidation residue using cyanide, requiring a separate dedicated leach circuit (Carbon-in-Pulp (CIP) or Carbon-in-Leach (CIL)) and in many instances the costly requirement for residual cyanide destruction. Thus the IGP is simpler, cheaper and more environmentally friendly.

The IGP flowsheet for the treatment of mixed arsenopyrite/pyrite gold concentrates is presented in Figure 2 below.

Figure 2: IGP flowsheet for the treatment of mixed arsenopyrite/pyrite gold concentrates.

Process The contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of The Contract of The Contract of The Contract of The Contract of The Contract
Leach Liquor
Temperature Pressure Retention
Oxygen
. Primary Secondary Source
$\cdots$
$\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ $\overline{\$ (Atm.) Time
IGP Chlonde None air or $O2$ 90-95 $6-20$ hrs
Biox Sulphate Cyande an 45-75 100-150 hrs
Pox Sulphate Ceande >200 >30 $1-2$ hrs

The IGP is put into context in terms of current hydrometallurgical practice in Table 1.

* Via a conventional CIL/CIP treatment plant.

Table 1: IGP characteristics relative to competing refractory gold processing technologies

Economic Advantages of the IGP

The Company commissioned a comparative cost analysis comparing the economics of the IGP against bacterial oxidation and pressure oxidation. Roasting was not included in the comparative cost analysis for the reasons outlined earlier.

J R Goode and Associates, an internationally respected gold metallurgical consulting company based in Toronto, Canada, undertook the process costing for Biox and Pox. H.G. Engineering (also of Toronto) undertook the process costing for the IGP. Both analyses assumed a North American location and a concentrate feed material that was an average based on analysis of 19 different refractory gold concentrates (gold grade of 59 $g/t$ and 20.2% sulphur). The battery limits for the study included the oxidation and gold recovery circuits but excluded flotation and concentrate regrinding. The degree of regrinding needed for each of the processing routes will differ depending on the mineralogy of each concentrate type. The IGP oxidation circuit assumes the use of air as the source of oxygen.

The results of the comparative cost analysis are presented below for a gold concentrate throughput rate of 50,000tpa.

Figure 3 Comparative capital expenditure for 50,000tpa of gold concentrate

Bios Comparative operating costs for 50,000tpa of gold concentrate Figure 4

ICP

$P0X$

As shown above, the IGP has a significant cost advantage over both Biox (bacterial oxidation) and Pox (pressure oxidation) in the processing of refractory gold concentrates.

Environmental Advantages of the IGP

In addition to optimising project economics, the gold industry's worldwide focus on the development of improved processing techniques for refractory gold deposits has also been driven by the need for more environmentally acceptable process routes.

Conventional processes treat the entire concentrate feedstock with cyanide such that the final residue (after gold extraction) is severely contaminated with the cyanide leachant. Thus the residues suffer from numerous inherent risks - both real and perceived - associated with cyanide usage and disposal and some projects have been vetoed for this reason. Cyanide is invariably disposed of into open-air tailings dams from whence it is lost, either ideally by natural decay or by unwanted leakage. Alternatively, it is expensively destroyed by chemical oxidants such as hypochlorites. On the other hand, the IGP leach residue contains only minor residual chlorides (1-2 kg chloride per tonne of residue) and is essentially the same as the residue from the Intec Copper demonstration plant that passed under EPA test procedures in New South Wales as being suitable for disposal in a landfill.

The IGP therefore has a major advantage over all other refractory gold processes in that it is unnecessary to include a secondary cyanide leach to recover gold from pre-treated materials; rather the gold is recovered directly onto conventional carbon from the primary leach halides. The gold so leached is anticipated to be recovered by conventional elution or by burning of the carbon, with the choice depending on the particular economics of the individual situation.

The IGP's ability to dispose of by-products such as arsenic and sulphur in a responsible manner is of similar environmental importance. Roasting creates toxic arsenic trioxide $(As_2O_3)$ , which must be carefully stored and In contrast, the IGP creates crystalline ferric-arsenate eventually disposed of at considerable expense. (FeAsO4.2H2O) in its most stable form, similar to the naturally occurring mineral scorodite.

In oxidising arsenopyrite and pyrite, the IGP produces elemental sulphur and gypsum respectively. These are stable residues compared with the sulphate residues produced by pressure oxidation and the even less stable sulphate residues produced by bacterial oxidation.

In summary, the IGP presents breakthrough environmental advantages relative to all other refractory gold treatment processes.

IGP Technology Development Plan

The inherent economic and environmental advantages of the IGP over other refractory gold treatment processes offer a clear pathway for Intec to generate early project cash flow, relative to the longer lead times presently required to commercialise Intec's base metals technologies.

The IGP has been developed and tested at laboratory scale on a variety of refractory gold concentrates and provisional patents have been lodged.

It is now proposed to build and operate an IGP pilot plant at Metcon Laboratories' metallurgical testwork facility at Brookvale in northern Sydney, Australia. On 28 July 2003, Intec entered into a site and services agreement with Metcon Laboratories, a division of Ammtec Limited, Australia's largest metallurgical and mineral testing consultancy. Project planning indicates that the IGP pilot plant would be commissioned in early 2004. It is proposed to operate the pilot plant on a campaign basis and, after first successfully demonstrating the IGP, it is anticipated that the operating costs of the pilot plant will be covered by test work fees.

Orian has agreed to fund the design, construction, commissioning and initial operation of the IGP pilot plant in return for being granted a licence to use the IGP. Under the agreement, Orian will contribute funding of approximately A\$500,000 to the design and construction of the IGP pilot plant and will further fund the commissioning and initial operation. Thereafter, Orian will retain a priority right to have gold concentrates treated in the IGP pilot plant on agreed commercial terms for a period of five years. The IGP pilot plant will remain the property of Intec. Orian's sponsored treatment of concentrates is likely to include concentrates from the Bakyrchik Gold Mine in Kazakhstan in which Ivanhoe Mines has a 70% interest.

The licence granted by Intec to Orian is based on Intec's standard licence agreement structure which has been used previously in relation to Intec's Processes, notably the Intec Copper Process. The licence granted in favour of Orian permits the Ivanhoe Mines Ltd. Group of companies (Ivanhoe) to use the IGP on a worldwide basis, on an exclusive basis in the People's Republic of China and Mongolia. The licence will be royalty-free in Mongolia, the People's Republic of China and the countries comprising the former Soviet Union and elsewhere use of the IGP by Orian will attract a royalty fee payable to Intec of one half the standard rate of 3% of the value of metals produced generally applicable to Intec licensees.

In addition to the treatment of Ivanhoe sponsored concentrates. Intec also intends to procure other concentrates for trial treatment in the pilot plant and in so doing obtain test work fees to cover the operating costs of the IGP pilot plant. The IGP pilot plant will also likely be used to trial treat material from the Hellyer Metals Project.

Hellver Metals Project

The Hellyer Metals Project, 100% owned by Western Metals Limited (Receivers and Managers Appointed) (Administrators Appointed) ("Western Metals"), involves the re-treatment of the existing tailings dam at the Hellyer mine site in Tasmania. Western Metals and Intec have agreed to jointly investigate a project configuration involving the production of a bulk zinc/lead/silver concentrate, followed by the treatment of residual material by the IGP to recover the remaining gold and silver as well as other potentially economically valuable by-products.

On 18 July 2003, the Directors of Western Metals announced the appointment of voluntary administrators to all group companies including that in which the Hellyer Metals Project is held. Subsequently, on 22 July 2003 Receivers and Managers were appointed to the same group companies. Notwithstanding the appointment of Receivers and Managers to Western Metals, the agreement between Intec and Western Metals in relation to the Hellyer Metals Project is anticipated to proceed on the staged basis as previously announced.

The Hellyer ore body was discovered in 1983 and brought into production in 1989. Approximately 15 million tonnes of ore were mined and treated prior to the mine's closure in June 2000 by which time the ore body had been exhausted. The processing plant and other infrastructure has been maintained at a high standard since the mine closure.

Hellyer ore was of a fine-grained complex massive sulphide type that was difficult to process. Despite a state-ofthe-art flotation circuit, less than 80% of the contained zinc was recovered and precious metal recovery was very low. The unrecovered metals are contained in a single tailings dam at the mine site.

Element Grade * Quantity Support In-Ground A\$M
Value
Gold $2.6$ g/t 90,000oz 495
Silver 88.0 g/t 31,000,000oz 240
Zinc 2.80% 300,000t 395
Lead 3.00% 330,000t 260
Copper 0.16% 17.500t 47

There are 10.9 million tonnes of tailings stored at Hellyer with grades and metal contents as shown below:

Table 2 Hellyer Tailings Resource

The total in-ground metal value at current spot metal prices and exchange rates is approximately A\$1.4 billion, however, subject to the identification of an economically feasible treatment process, prior to accessing this value significant processing costs will need to be incurred.

Preliminary metallurgical test work carried out on samples of Hellyer tailings has indicated that the IGP could achieve gold and silver recoveries that are significantly higher than those delivered by conventional cyanide leaching methods.

Bakyrchik Gold Mine, Kazakhstan

The Bakyrchik Gold Mine in Kazakhstan is 70% owned by Ivanhoe. The technical development of the IGP commenced on samples of gold concentrate from Bakyrchik. The Bakyrchik orebody is double-refractory in that a significant portion of the gold is contained in solid solution within both arsenopyrite and pyrite and in addition the ore has a high free carbon content which severely reduces the effectiveness of cyanide leaching. The total announced resource at Bakyrchik amounts to 18.5 million tonnes at a gold grade of 7.9 g/t containing a total of 4.7 million ounces of gold. The potential to increase the gold inventory at Bakyrchik is considerable.

Bakyrchik is currently producing minor amounts of gold from stockpiled oxide material whilst various process options for the recommencement of operations are considered.

Considerable testwork on samples of gold concentrate from Bakyrchik has been undertaken by Intec. Currently the Bakyrchik Mining Venture is considering a number of technological options, including the IGP, for the recommencement of operations. It is likely that the IGP pilot plant will undertake a trial campaign on doublerefractory gold concentrate from Bakyrchik. Under the terms of the licence agreement with Orian granted in consideration for funding the IGP pilot plant, Intec would not receive royalties for the use of the IGP at Bakyrchik.

Other Projects

The Company is presently undertaking extensive laboratory testwork on a number of different refractory gold concentrates samples that have been submitted to it. It is anticipated that encouraging laboratory results would lead to the relevant project owners supplying tonnages of their concentrates to the IGP pilot plant next year for processing on a paid basis. Wherever possible, Intec would attempt to translate the potential of the IGP to add value to these refractory gold projects into project equity interests and resultant cashflows.

The Intec Copper Process (ICP) $(b)$

The ICP was developed for the recovery of LME Grade A purity copper from sulphide concentrates. The development history of the ICP has included both pilot plant and demonstration plant programmes. During the demonstration plant programme, the commercial scale electrowinning (EW) cell (which is unique to the Intec Copper Process) worked satisfactorily but it was recognised that there was scope for significantly optimising its design prior to large-scale production. Consequently a re-design of the EW cell was undertaken and Intec as Engineering, Procurement and Construction Management (EPCM) contractor commenced a three-phase programme to prove up the redesigned EW cell in readiness for commercial use. Phase 1 of this programme - to demonstrate the new corrugated titanium cathode/toothed ceramic wiper concept - was conducted during 2002 at laboratory scale. Phase 2, involving a single full-sized cathode, has been successfully operated during 2003 at Intec's premises at the University of Sydney.

Phase 2 Electrowinning Cell at Intec's premises at the University of Sydney Figure 7

An independent consultant, Mr Philip Gabb of Mendip Metallurgy, was engaged by Intec to review Phase 2 of the EW cell programme. Mendip Metallurgy's final report on the Phase 2 electrowinning cell programme was presented to Intec on 4 August 2003. This report concluded:

  • Operation of the Phase 2 prototype cell over a total period to date of 15, power-on, plating days has essentially validated all aspects of the development programme.
  • The mechanical wiper design principle has been improved during the validation period to the point where consistent and complete cathode wiping has been achieved on a commercial-size cathode.
  • Dendrite morphology has been optimised by determining causal relationships and modifying cell parameters to give a deposit that requires little effort from the wiper to remove.
  • The prototype cell operational period could obviously not be made long enough to prove long-term system viability but the indicators are good. This aspect will be dealt with in the Phase 3 semi-commercial programme at a site to be determined.
  • Cell containment has indicated no problems and anode performance is good.
  • The product convevor has worked satisfactorily apart from some roller problems that are readily overcome.
  • Cell current efficiency is indicated to be 96% based on three separate measurements.
  • Cell specific power consumption is 1430kWh/t per tonne of dry dendrite.
  • Impurity characteristics have not been validated on the prototype cell but have been extensively studied at the bench scale and during the demonstration plant programme.
  • Alternative product dislodgement methods may be possible in future but the mechanically wiped approach is favoured for process demonstration.
  • Cell operation is essentially fully automated and shutdown and start-up procedures are minimal. The cathode operation does not apparently suffer from power-off interruptions such as experienced in sulphate-based tankhouses.

Overall, Mendin Metallurgy considers that the mechanically wiped commercial cathode cell of the Phase 2 prototype plan has been proven. Confidence exists for the next semi-commercial demonstration stage where cell cost and complexity are anticipated to be reduced by a value engineering exercise-involving minimisation of cell components and weight.

The Phase 2 EW cell programme also provides support to the alliance between Intec and Rautomead International Limited, which is to demonstrate a joint concentrates-to-rod technology package. Of the copper dendrites produced in the Phase 2 program two tonnes are in the process of being washed, dried, compacted and shipped to Rautomead's copper wirerod pilot plant facility in Dundee, Scotland. There, in a careful trial, it will be upward vertically cast into wirerod.

The proposed Phase 3 EW cell programme incorporates an EW cell containing eight full sized cathodes which represents a 25% complement of a full-scale EW cell. Phase 3 would be constructed and operated as a permanently available demonstration module. The budget for Phase 3 is estimated at A\$1.8 million. Intec does not intend to undertake Phase 3 without the financial support of one or more sub-licensees of the Intec Copper Process.

$(c)$ Other Intec Processes

Other proprietary processes owned by Intec include the Intec Zinc Process, the Intec Nickel Process and the Intec EAF Dust Process. These processes are in various stages of technical development and hold considerable longterm promise, particularly as they are applied to polymetallic feedstocks. However, further development work on these other Intec Processes will only take place if co-funded with external parties.

Further information in respect of those other Intec Processes and Proprietary Information and Patent Protection is set out on pages 19, 22, 23 and 24.

PURPOSE OF THE ISSUE

As previously noted, the Company intends to raise approximately A\$2.63 million from the Issue (before the costs of the Issue). The purpose of the Issue is principally to support the development and marketing of the Intec Gold Process and for working capital in relation to Intec's other proprietary technologies.

The Company's cash balance at 31 December 2002 was A\$2.37 million. At 30 June 2003 the Company's cash balance had reduced to A\$733,000. With the proceeds of the Issue (after the costs of the Issue) and including projected revenue from test fees received and other income, the Company will have sufficient funds after this Issue to continue operations through 2004 at forecast monthly expenditure rates. During this period the Directors intend that the Company negotiates the provision of interests in projects utilising the IGP and the other Intec Processes in order to provide sustained sources of future cashflows for the Company.

Use of Proceeds

During the period through 2004, the proceeds of the Issue will be applied as follows:

  • Approximately A\$760,000 will be used in payment of Intec technical personnel to support the design, construction, commissioning, initial and ongoing operation of the IGP pilot plant in northern Sydney;
  • Laboratory and test work support for IGP and base metal work of approximately A\$820,000;
  • Patent registration and intellectual property protection of approximately A\$140,000;
  • The balance of the proceeds, approximately A\$730,000 will be used as supplementary working capital to fund other corporate costs such as management, legal, accounting, rent and administration costs; and
  • Approximately A\$187,000 will be used to meet the costs of the Issue.

Effect on Capital Structure

At the date of this Prospectus, Intec has on issue 146,039,142 Shares and 8,576,956 options. The allotment of all 87,623,490 Shares under the terms of the Issue will increase the total number of Shares on issue to approximately 233,662,632.

Intec currently has 1,275,000 A\$0.50 exercise-price options with a term expiring on 30 June 2009. In addition, Intec also has 7,301,956 A\$0.25 exercise-price options with a term expiring on 16 July 2007. None of these options are quoted on ASX. As a result of the terms on which these options were issued, and the Listing Rules of ASX, the exercise price of these options may vary as a result of the Issue. The variation, if any, to the exercise price of the options cannot be determined precisely at this stage, however, it is not expected to be significant. Optionholders are not entitled to participate in this Issue without first exercising their Options so that Shares issued on exercise are allotted by the Record Date.

. . . . . . . . . . . . . . . . . . . .

FINANCIAL INFORMATION

The principal effect of the Issue is illustrated in the following pro forma consolidated statement of financial position. The pro forma consolidated balance sheet is based on Intec's half-yearly review as at 31 December 2002.

Half-yearly review
31 December 2002
$(A$^*000)$
Unaudited Pro forma
$(A$^*000)$
Current assets
Cash 2,370 2,816
Receivables 114 114
Total current assets 2,484 2,930
Non-current assets
Plant and equipment 241 241
Total non-current assets 241 241
Total assets 2,725 3,171
Current liabilities
Accounts payable 265 265
Provisions 51 51
Total current liabilities 316 316
Non-current liabilities
Provisions 17 17
Total non-current liabilities 17 17
Total liabilities 333 333
Net assets 2,392 2,838
Equity
Parent entity interest
Contributed equity 29,751 32,192
Accumulated losses (27, 359) (29,354)
Total equity 2,392 2,838

Pro forma adjustments

    1. The Issue of 87,623,490 new Shares at A\$0.03 each for the receipt of A\$2,628,705.
  • Costs of the Issue, which are estimated to be approximately A\$187,000, from the application of the $2.$ proceeds of the Issue. This includes the underwriting fee of A\$157,700 plus out of pocket costs. Details of the underwriting terms are provided on pages 3 and 20 of this Prospectus.
    1. Company expenditure of A\$1,995,000 on marketing, project research, process development and administration incurred during the period 1 January 2003 to 31 July 2003 (This amount has been extracted from the Company's Quarterly Report - Appendix 4C lodged with ASX on 31 July 2003 (refer page 18) and management accounts and includes estimated expenditure for July 2003).

RISK FACTORS

The Shares offered by this Prospectus should be considered speculative because of the nature of Intec's business activities. They carry no guarantee with respect to return of capital, payment of dividends, or the price at which they will trade on ASX.

Technology development is a high risk undertaking, which occasionally provides high rewards. No certainty exists that further development will lead to the economic application of the Company's technology. A number of material risk factors are set out below, but the list is not exhaustive and potential investors should examine the contents of this Prospectus and consult their professional advisers before deciding whether to subscribe.

The Company has no significant income-producing assets and is dependent upon being able to obtain additional funding to support future long-term technical evaluation and development of its processes. If the Company is unable to obtain such funding, it may be required to vary future evaluation and development programmes and to realise assets and extinguish liabilities and commitments other than in the normal course of business.

Factors over which the Company has no control, such as the results from technical experimentation and development, demand for and the price of commodities, especially metal prices, the economic climate, interest rates, inflation, currency exchange rates, volatility of the share market, legislation, joint venture participants' actions and decisions and political decisions may have an impact on the Company's operations, its future income, asset values and share price.

Profitable investment in Intec depends principally on the successful development and commercialisation of the Intec Processes via the Intec business plan and, to a lesser extent, on other factors which are outside the control of the Company. Intec presently generates only minor revenue from its activities. An investment in Intec must therefore be regarded as speculative and high risk.

Potential investors must assess the risks outlined below and determine whether an application for Shares under this Prospectus is appropriate, having regard to their particular circumstances. If you are in doubt as to whether to apply for Shares, you should contact your financial, legal or other professional adviser.

Specific risk factors include, but are not limited to, the following:

General Investment Risks

There can be no assurance given as to the future profitability of, and return on investment in. Intec. It is likely that Intec will initially record annual losses and will not pay a dividend for a number of years, if at all, as it will have its own ongoing capital requirements. There can be no guarantee that Intec will either achieve its stated objectives or successfully implement the Intec business plan. Furthermore, there can be no guarantee that any assumptions upon which Intec has budgeted, estimated capital or operational expenditure will ultimately prove to be either valid or accurate.

Intec's Shares when issued pursuant to this Prospectus, will be quoted on ASX and their price may either rise or fall relative to the Issue price. Factors that may affect the market price of the Shares include variations in either general or industry specific market conditions or factors solely affecting the Company. There can be no assurance as to the level of liquidity of the market on ASX for the Shares.

Solvency and Future Funding Risks

At the date of issue of this Prospectus, the Company has sufficient funds to carry on business for a limited period of time. The raising of monies under this Prospectus is therefore critical to the ongoing commercial progress of Intec.

There is no guarantee that Intec will be able in the future to raise additional monies on commercially appropriate terms and conditions, as required for continued implementation of the Intec business plan including its proportion of any capital expenditure to develop any particular commercial plant in which Intec may wish to participate.

RISK FACTORS

Technology Risk

The Intec Processes are not proven at an industrial scale. Although the Intec Copper Process has been substantially proven under demonstration plant conditions, it remains unproven under industrial operating conditions. Accordingly, there is a risk that equipment or design defects, scale-up difficulties, impurity of product and other industrial operating conditions may adversely affect production at an industrial scale Intec Copper Process plant. In considering the Intec Gold Process, the Intec Zinc Process, the Intec Nickel Process or the Intec EAF Dust Process these risks increase because they have not yet been proven under demonstration plant conditions.

Competing Technologies

Even if Intec is able to successfully prove the Intec Processes at an industrial scale, their commercialisation may be adversely affected by the emergence of technically and economically viable alternative technologies. The Directors are presently aware of competing technologies, but do not believe them to be as economically and environmentally advantageous as the Intec Processes on the basis of available information. The commercial success or otherwise of the Intec Processes and any viable alternative processes will be dependent on their being adopted by industry producers. Adoption of any competing technologies will result in a corresponding reduction in the Company's ability to commercialise the Intec Processes.

Process Royalties

Intec has assumed that a 'standard royalty' of 3% on the value of metals produced via the Intec Processes will be payable to Intec by users of the Intec Processes. However, there remains the risk that the standard royalty may not be generally obtained due to prevailing economic circumstances, difficult project economics, wider industry resistance or competitive forces.

Economic Risks

Even if Intec is able to successfully commercialise the Intec Processes, the Company will be exposed to the mining and metals industries, which are cyclical in nature. Accordingly, periods of economic recession are likely to depress commodity prices leading to reduced revenue and profitability in the mining and metals industries with a consequent reduction in the rate of commercial adoption of the Intec Processes. In this regard, the Company will be exposed to fluctuations in currencies, interest rates, metals prices and tax rates as well as to general economic conditions in Australia and internationally.

The Company may have a future exposure to fluctuations in the exchange rate between US dollars and a local currency of production (e.g. Australian dollars), to the extent that the sale price of mineral commodities to which the Company will become exposed are generally quoted in US dollars.

Loss of Personnel

Intec is dependent on specialised and skilled professional employees, the loss of whom and/or the inability to recruit and retain appropriately skilled replacements, would be likely to adversely affect Intec's ability to operate and implement the Intec business plan.

Loss of Intellectual Property Protection

The core technology of the Intec Process has been patented extensively both in Australia and overseas (see page 23). The Directors do not currently foresee any impediment to the continued orderly registration of the patents in remaining jurisdictions or to Intec's rights to assert exclusive entitlement to the intellectual property which is the subject of the patents.

Nevertheless, there remains a risk that pending patent applications may be denied or that existing patent registrations may be challenged or prove unenforceable in some jurisdictions. Also patents have a finite life (often 20 years from the grant date i.e. until 26 June 2012) though under the terms of Intec's licence agreement these patents are effectively extended by the subsequent patenting of improvements such as the copper electrowinning cell.

RISK FACTORS

Process Liability

If the Intec Processes fail to meet specified performance standards Intec might, in certain circumstances, be exposed to the risk of claims and litigation. Intec will as far as possible avoid exposure to process liabilities and will implement controls and systems designed to mitigate these risks. Intec will seek to obtain adequate liability insurance whenever economic and prudent. However, there can be no assurance that a liability claim would not materially and adversely affect Intec.

Return on Investment

Investors should not expect to receive dividends or returns of capital from their Shareholdings in the short to medium term as the Company is expected to record losses during that time and will, in any event, have its own ongoing capital requirements. Future profitability is also affected by the risk factors discussed above.

ADDITIONAL INFORMATION

Rights Attaching to Shares

Intec's Constitution sets out the rights attaching to the Shares. On Issue, the new Shares will rank equally with the other Shares then on issue. The rights attaching to the Shares in relation to voting, dividends, forfeiture and a winding up are summarised as follows:

  • Each shareholder has the right to vote at shareholders meetings. Meetings may be attended in person, by proxy or attorney or by a representative for corporate shareholders. Voting on a resolution will be by show of hands, where each shareholder will have one vote, unless a poll is demanded. On a poll a shareholder will have one vote for each fully paid Share held.
  • The Directors may from time to time determine to distribute any future profits by way of dividend, which $\bullet$ will be divided amongst the shareholders in proportion to the Shares held by them respectively.
  • Except where required by law or by the Constitution of the Company and subject to the ASX Listing Rules and the Securities Clearing House Business Rules, there are no restrictions on the transfer of ordinary shares.
  • The rights attaching to ordinary shares may only be varied with the consent in writing of the holders of 75% of ordinary shares or the sanction of a special resolution passed at a separate general meeting of the holders of the ordinary shares.
  • On a winding up the assets may be divided amongst the shareholders in proportion to the Shares held by them respectively.

Disclosing Entity

Intec is a "disclosing entity" as defined in Section 111AC of the Corporations Act and as such is subject to regular reporting and disclosure obligations. In addition, Intec has separate but similar disclosure requirements under ASX Listing Rules. Specifically, like all ASX listed companies, Intec is required to continuously disclose to the market any information it has which a reasonable person would expect to have a material effect on the price or the value of Intec's Shares.

Intec was admitted to the official list of ASX on 29 April 2002 and its Shares were quoted by ASX on 2 May 2002. As Intec's Shares have been continuously quoted by ASX for a period in excess of twelve (12) months from the date of listing of the Company, the Company is entitled to issue an "ED Securities" disclosure document under Section 713 of the Corporations Act for the purposes of the Issue.

Having taken such precautions and having made such inquiries as are reasonable, Intec believes that it has complied with the provisions of the Corporations Act and ASX Listing Rules as in force from time to time which apply to disclosing entities and which require Intec to notify ASX of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

None of the documents listed below forms part of this Prospectus (unless expressly noted otherwise in this Prospectus), but each has been lodged with ASX or provided to ASX by Intec in accordance with Intec's obligations under ASX Listing Rules and as a disclosing entity under Section 111AC of the Corporations Act.

In accordance with Section 713(4) of the Corporations Act, Intec will provide a copy of each of the following documents free of charge to any person who asks for a copy of the documents prior to the Closing Date. Copies of the documents may also be obtained from, or copied at, an office of ASIC.

  • (a) Intec's 2002 Annual Report including financial statements lodged on 26 September 2002.
  • (b) Intec's Constitution.
  • (c) ASX Releases by Intec since the 2002 Annual Report and financial statements:
26/09/2002 Annual Report/Top 20
17/10/2002 Notice of Annual General Meeting
31/10/2002 Quarterly Report - Appendix 4C
20/11/2002 Managing Director/Chief Executive Officer AGM Address to Shareholders
21/11/2002 Grant of Options to Directors - Appendix 3B
21/11/2002 Results of Annual General Meeting
28/11/2002 Becoming a substantial holder - MJ Everett
10/12/2002 Becoming a substantial holder - PK Everett
16/12/2002 INL and Rautomead International sign joint Heads of Agreement
23/01/2003 Intec Copper Pilot Plant established by Nippon Mining & Metals Co. Ltd
31/01/2003 Quarterly Report - Appendix 4C
05/03/2003 Half Yearly Report and Half Year Accounts
15/04/2003 Share Escrow Period ends 2 May 2003
30/04/2003 Quarterly Report - Appendix 4C
06/05/2003 End of restriction period - Appendix 3B
13/05/2003 Half Yearly Update to Shareholders
13/05/2003 Letter to holders of Shares released from escrow 2 May 2003
17/06/2003 A\$2.6million Renounceable Issue to develop Intec Refractory Gold Process
30/06/2003 INL/Western Metals Agreement in relation to Hellyer Metals Project
14/07/2003 Change of Director's Interest Notice - Appendix 3Y - 300,000 Shares acquired by AJ Moyes
17/07/2003 Rights Issue 2003 Update Notice
31/07/2003 Quarterly Report - Appendix 4C
07/08/2003 Growing Momentum in Development and Commercialisation of the Intec Gold Process -

Patents Lodged, Pilot Plant Site Secured and Technology Licence/Funding Agreement in Place

Share Price Information

The latest available ASX sale price of Intec's Shares immediately before the lodgement of the Prospectus was 5 cents on 6 August 2003.

The highest and lowest recorded sale prices on ASX of the Shares during the three months immediately preceding the lodgement of this Prospectus and the dates of those sales were 2.0 cents on 13 June 2003 and 5.9 cents on 15 May 2003.

Interests of Directors of Intec

Other than as set out below or elsewhere in this Prospectus and Sections 6.1 and 6.9 of the IPO Prospectus:

  • no Director has or has had in the two years before lodgement of this Prospectus with ASIC, any interest in the formation or promotion of Intec or the offer of its securities, or in any property acquired or proposed to be acquired by Intec in connection with its formation, promotion, or the offer of its securities.
  • no amounts or benefits, whether in cash or shares or otherwise, have been paid or agreed to be paid, and no benefit has been given or agreed to be given to any Director or proposed Director, either to induce him or her to become, or to qualify him or her as a Director, or otherwise, for services rendered by him or her in connection with the promotion or formation of Intec, or the offer of the securities.

The Directors of Intec have relevant interests in the following securities of the Company as at the date of this Prospectus.

Director Shares Options 3 $Fees*$
Kenneth J Severs 829,374 295,173 69,671
Philip R Wood 583,539 2,047,035 232,529
A John Moyes 832,571 1,756,749 189,102
TPhilip Evans Ω 182,900 44.717
- Gordon L Toll O 2 40,919
  • Mr Evans is the President of H. G. Engineering Ltd, a company that has a relevant interest in 2,250,000 Shares.
  • $\overline{2}$ Mr Toll is the Deputy Chairman and Director of Ivanhoe Mines Ltd., a company that has a relevant interest in 29,000,000 Shares in Intec through its wholly-owned subsidiary Orian and which is acting as a sub-underwriter to the Issue (refer page 3).
  • $\mathfrak{I}$ The terms of the Options are described under Section 6.10 of the IPO Prospectus and in note 19 to the Financial Statements included in the 2002 Annual Report. The options expire on 16 July 2007 and may be exercised (and shares will be issued) at a price of A\$0.25.
  • For the annual period 1 July 2002 to 30 June 2003.

Section 6.1 of the IPO Prospectus sets out material contracts in which a Director has an interest and Section 6.9 sets out other information in relation to Directors' Fees and Indemnities.

Sections 6.1, 6.9 and 6.10 of the IPO Prospectus and note 19 to the Financial Statements in the 2002 Annual Report are incorporated by reference. A copy of the IPO Prospectus or 2002 Annual Report will, on request, be provided free of charge at any time prior to the Closing Date and they are also available on our website at: www.intec.com.au.

Interests of Advisers and others

Other than as set out below or elsewhere in this Prospectus and Section 6.8 of the IPO Prospects, no person named in the Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus, or a promoter of Intec or a stockbroker to the Issue:

  • holds, or has had any interest during the last two years, any interest in the formation or promotion of Intec, or in property acquired or proposed to be acquired by Intec in connection with Intec's formation or promotion, or the offer of its securities.
  • has been paid any amount or agreed to be paid and no benefit has been given or agreed to be given to any such person in connection with services provided by the person in connection with the formation or promotion of Intec or the offer of its securities.

Section 6.8 of the IPO Prospectus is incorporated by reference. Section 6.8 sets out the interests of advisers in respect of the offer of securities made under the IPO Prospectus. A copy of the IPO Prospectus will, on request, be provided free of charge at any time prior to the Closing Date and is also available on our website at: www.intec.com.au.

Taylor Collison Limited and Grange Securities Limited for acting jointly as Underwriters to the Issue are being paid a fee of A\$157,700 being 6% of the funds raised by the Issue. In addition, the joint underwriters will be reimbursed for out-of-pocket expenses. The Underwriters will pay sub-underwriting fees to selected subunderwriters.

Griffith Hack, the patent attorneys for Intec, has provided an independent consultant's report in relation to the Company's intellectual property and patent portfolio which is contained in this Prospectus. An amount of A\$1,016 is payable to Griffith Hack in relation to this report. Griffith Hack will receive further payments in accordance with normal time-based charges for any further work after the date of this Prospectus.

Allens Arthur Robinson, the legal advisers to Intec, has or will receive A\$10,000 for specific limited tasks in relation to the Prospectus. Allens Arthur Robinson has not conducted due diligence or verification in relation to this Prospectus. Further amounts may be paid to Allens Arthur Robinson in accordance with its normal timebased charges for any further work after the date of this Prospectus. A partner of Allens Arthur Robinson indirectly holds 80,321 Shares in Intec.

Mendip Metallurgy, an independent consultant to Intec, has or will receive A\$10,656 for a review of Phase 2 of the EW cell programme. Further amounts may be paid to Mendip Metallurgy in accordance with its normal timebased charges for any further work after the date of this Prospectus.

J R Goode and Associates, an independent consultant to Intec, has or will receive A\$14,968 for process costing services referred to in this Prospectus. Further amounts may be paid to J R Goode and Associates in accordance with its normal time-based charges for any further work after the date of this Prospectus.

H.G. Engineering Ltd., a company of which Intec director Mr J Philip Evans is President, has or will receive A\$19,936 for process costing services referred to in this Prospectus. Further amounts may be paid to H.G. Engineering in accordance with its normal time-based charges for any further work after the date of this Prospectus. During the period 1 July 2002 to 30 June 2003 H.G. Engineering has additionally received A\$49,855 for other engineering and related services. H.G. Engineering holds 2,250,000 Shares in Intec (refer page 20 of this Prospectus).

Registries Limited has acted as share registry service provider to Intec in relation to the Issue and will be paid a fee of approximately A\$2,000.

Expenses of the Issue

Other expenses of the Issue, principally printing and postage are anticipated to amount to approximately A\$15,000.

Underwriting Agreement and Deed Poll

Intec, Taylor Collison Limited and Grange Securities Limited have entered into the Underwriting Agreement. The primary function of the Underwriting Agreement is that the Underwriters agree to subscribe (or procure subscription for) any Shares offered under the Issue which have not otherwise been subscribed for by the Closing Date.

The Underwriters will, at their discretion, enter into sub-underwriting agreements with third parties. Orian has agreed with the Underwriters to sub-underwrite part of the Issue, details of which are provided on pages 3 and 4 of this Prospectus and below.

The Underwriters will receive a commission of 6% of the total amount subscribed under the Issue equal to A\$157,500 for acting as Underwriters to the Issue. They will also be reimbursed for legal and other out-of-pocket expenses.

The Underwriters may terminate the obligation to underwrite the Issue on the happening of one or more of the following;

  • (a) Orian does not subscribe for its entitlement under the Issue for any reason, including termination of the deed poll. Details of the deed poll terms are set out below.
  • (b) Orian terminates the sub-underwriting agreement it has entered into with the Underwriters in relation to the Issue:
  • (c) Orian is prevented from acting in its capacity as priority sub-underwriter to the Issue for any reason;
  • (d) a statement contained in this Prospectus is misleading or deceptive, a material matter is omitted from this Prospectus or the issue of this Prospectus is misleading or deceptive;
  • (e) a supplementary prospectus or a replacement prospectus is, in the reasonable opinion of the Underwriters, required under section 719 of the Corporations Act or a person (other than the Underwriters) gives notice to the Company under section 730 of the Corporations Act;

  • (f) the Issue Shares are not approved for quotation by ASX, or if approval is granted the approval is subsequently withdrawn, qualified or withheld;

  • (g) there occurs an event which, in the reasonable opinion of the Underwriters, represents a material adverse change in the financial position of the Company compared with that disclosed up until the date of this agreement pursuant to ASX Listing Rule 3.1.

Intec has agreed to indemnify the Underwriters, and certain related companies and individuals, against:

  • (a) all actions, claims, demands or proceedings which may be instituted against; and
  • (b) all liabilities, losses, damages, costs and expenses (including reasonable legal costs and expenses) which may be suffered or incurred by, any member of the Underwriters group by reason of or arising out of a breach of warranty given by Intec.

This indemnity extends to the cost of investigating, preparing for or defending any such actions, claims, demands or proceedings and any such threatened litigation whether or not any member of the Underwriters Group is a party to those actions, claims, demands, proceedings or threatened litigation.

The Underwriters receive respectively the benefit of this indemnity for itself and as agent for the other members of the Underwriters group. Notwithstanding the above, the Company will not be responsible for any liabilities, losses, damages, costs or expenses to the extent to which they result from wilful default or negligence or breach of law on the part of the Underwriters group.

Orian has entered into deed poll dated 7 August 2003 whereby it commits to subscribe for its full entitlement under the Issue, being 17,400,000 Shares for a subscription of A\$522,000. Orian's commitment under the deed poll is conditional on:

  • (a) the terms of the Issue comply with section 615 of the Corporations Act (as amended by ASIC Class Order 01/1542:
  • (b) Orian is provided with legal opinion from its own advisers which opines that its subscription for Shares will not or is not likely to contravene section 606 of the Corporations Act; and
  • (c) Orian is, in its sole discretion and acting as a reasonable investor, satisfied with the content of and disclosures contained in the Prospectus.

Consents

Allens Arthur Robinson has given and at the time of lodgement of this Prospectus with the ASIC has not withdrawn its consent to be named in this Prospectus as legal advisers to Intec Ltd in the form and context in which it is named. Allens Arthur Robinson does not make, or purport to make, any statement, in this Prospectus and there is no statement in this Prospectus that is based on any statement made by Allens Arthur Robinson. Allens Arthur Robinson has not caused or authorised the issue of this Prospectus. To the maximum extent permitted by law, Allens Arthur Robinson expressly disclaims and takes no responsibility for any part of this Prospectus other than the references to its name. Allens Arthur Robinson has not conducted due diligence or verification in relation to this Prospectus.

Griffith Hack has given and at the time of lodgement of this Prospectus with the ASIC has not withdrawn its written consent to the inclusion in this Prospectus of its report on the Company's intellectual property and patent portfolio dated 3 July 2003 in the form and context in which it appears. Other than that report, Griffith Hack does not make any statement in this Prospectus, nor does any statement herein purport to be based on a statement made by Griffith Hack and Griffith Hack takes no responsibility for any part of this Prospectus. Griffith Hack has not authorised or caused the issue of this Prospectus.

H.G. Engineering Ltd. has given and at the time of lodgement of this Prospectus with the ASIC has not withdrawn its written consent to the inclusion of the information referrable to it on pages 7 and 19 of this Prospectus, and to being named as the Project Design Engineers and North American Representative Office for Intec. Other than the statement referred to above, H.G. Engineering does not make any statement in this Prospectus, nor does any statement herein purport to be based on a statement made by H.G. Engineering and H.G. Engineering takes no responsibility for any part of this Prospectus. H.G. Engineering has not authorised or caused the issue of this Prospectus.

I R Goode and Associates has given and at the time of lodgement of this Prospectus with the ASIC has not withdrawn its written consent to the inclusion of the information referrable to it on page 7 of this Prospectus. Other than the statement referred to above, John Goode & Associates does not make any statement in this Prospectus, nor does any statement herein purport to be based on a statement made by John Goode & Associates and John Goode & Associates takes no responsibility for any part of this Prospectus. John Goode & Associates has not authorised or caused the issue of this Prospectus.

Mendip Metallurgy has given and at the time of lodgement of this Prospectus with the ASIC has not withdrawn its written consent to the inclusion in this Prospectus of an extract from its report on the Phase 2 electrowinning cell programme dated 4 August 2003 in the form and context in which it appears. Other than that extract, Mendip Metallurgy does not make any statement in this Prospectus, nor does any statement herein purport to be based on a statement made by Mendip Metallurgy and Mendip Metallurgy takes no responsibility for any part of this Prospectus.

PricewaterhouseCoopers has given and at the time of lodgement of this Prospectus with the ASIC has not withdrawn its consent to be named as the auditor in the form and context in which it is named. It has had no involvement in the preparation of this Prospectus other than the recording of its name as auditor of Intec. It has not authorised or caused the issue of and expressly disclaims and takes no responsibility for any part of this Prospectus.

Registries Limited has given and at the time of lodgement of this Prospectus with the ASIC has not withdrawn its consent to be named as the share registry in the form and context in which it is named. It has had no involvement in the preparation of any part of this Prospectus other than the recording of its name as the share registry of Intec. It has not authorised or caused the issue of and expressly disclaims and takes no responsibility for any part of this Prospectus.

Taylor Collison Limited and Grange Securities Limited have given and at the time of lodgement of this Prospectus with the ASIC have not withdrawn their consents to be named as Underwriters in the form and context in which they have been named. They have had no involvement in the preparation of this Prospectus other than the recording of their names as Underwriters of the Issue. They have not authorised or caused the issue of and expressly disclaim and take no responsibility for any part of this Prospectus.

Proprietary Information and Patent Protection

Intec has developed a number of proprietary processes for the recovery of metals from various ores and industrial waste and by-products. The Intec Processes are covered by granted patents and pending patent applications including the following:

  • The leach reaction mechanism employing Halex (at 85°C using normal air and atmospheric pressure), $a$ ) which rejects iron and sulphur and requires only simple plant construction materials;
  • $b)$ The Halex chemistry, used in a number of different Intec Processes, which stores anodic energy for use in leach liquors in order to leach gold and other difficult-to-leach metals;
  • Purification technologies which allow for the removal of silver and mercury (e.g., in copper, nickel, zinc $\vert c \rangle$ and lead recovery), arsenic and antimony removal processes (e.g., in the recovery of gold and other precious metals from refractory ores), manganese removal technology (used as part of the Intec zinc and lead processes) and techniques for removing traces of heavy metals and contaminants such as bismuth, arsenic, antimony, selenium, tellurium etc;
  • d) A single stage leach reaction mechanism and electrowinning process for the recovery of zinc;

  • e) High intensity electrowinning cathodes for use in the core Intec Process, and having applications beyond that Process:

  • $f$ ) Processes for the recovery of gold and other precious metals from refractory ore bodies including arsenopyritic ores contaminated with high levels of carbon;
  • A process for leaching metal contaminants (such as zinc, lead, cadmium, mercury and silver) from electric g) arc furnace dusts to enable their safe disposal.

Copies of the detailed patent specifications for the various processes outlined above are available from Intec upon request.

Griffith Hack is a leading Australian patent attorney firm with its New South Wales office based in North Sydney. Griffith Hack has been responsible for international patent searching, and the preparation and filing of patent applications in Australia and around the world covering various Intec Processes and associated apparatus. The costs of obtaining such protection are borne by Intec.

The Intec Process

Patents for the core Intec Process covering both the leach reaction mechanism in Halex and the Halex chemistry have now been granted in almost every country in which protection has been sought. This includes USA, Europe, Japan, Canada, Australia, South Africa, Brazil, China, New Zealand, India, Russia, Finland and Norway. Only three countries remain in which grant has not vet been secured. These are Bolivia and Chile where grant is pending and Saudi Arabia where examination has only recently commenced.

The core Intec Process has also withstood opposition challenges by Outokumpu Oy in Australia and Finland. Outokumpu Oy is a world leader in minerals processing technologies. At the same time, an opposition filed by RMG Services Pty Ltd (a small hydrometallurgical research company based in South Australia) but withstood. In these oppositions costs were awarded to Intec and its Australian and Finnish patents have both proceeded to grant.

Zinc Recovery Process

An international patent application has been filed and subjected to international search and international preliminary examination. That international patent application protects the single stage leach reaction mechanism and electrowinning process for the recovery of zinc, together with the manganese removal process and the silver and mercury removal process. National phase filings are due to be made in March and April 2004 based on that international patent application.

Electrolysis Process and Cell

The proprietary Intec cathodes and a process employing the same have been protected by way of a provisional patent application filed in October 2002. An international Patent Co-operation Treaty (PCT) application is therefore due in October of 2003.

Contaminant removal/precious metal recovery from sulphidic materials.

The various processes referred to as the Intec Gold Process (IGP) have been protected in three provisional patent applications. These processes protect techniques and methodologies for removing contaminants such as arsenic and antimony from single- and double-refractory pyritic materials, and the recovery of precious metals such as gold, silver, platinum and platinum group metals. The third patent application covers a single stage leaching and recovery process which has been subjected to an international database search and is differentiated from the results uncovered in that search. An international PCT application amalgamating these three processes is due to be filed in December 2003.

Recovery of Metals from EAF dusts

A provisional patent application covering this process was filed in March 2003 and an international PCT patent application is due to be filed in March 2004. This process covers the treatment of electric arc furnace dusts to recover contaminants such as zinc, lead, cadmium, silver and mercury, to thereby enable the dusts to be safely disposed of.

Patents Fees and charges

Intec is responsible for registering and maintaining all patents required to maintain the technology and to pay all associated fees and charges.

Taxation

Shareholders should seek advice on the possible taxation consequences affecting them in relation to the Issue.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of Intec report that they have made reasonable enquiries and have reasonable grounds to believe that, to the best of their knowledge and belief, the statements made in this Prospectus are true and are not misleading.

Each of the Directors of Intec has given and has not withdrawn his written consent to the issue of this Prospectus in the form and context in which it is issued.

This Prospectus has been signed on behalf of Intec by the Managing Director and Chief Executive Officer, Philip R Wood.

Philip R. Wood

Philip R Wood Managing Director and Chief Executive Officer

DEFINITIONS

"AEST" Australian Eastern Standard Time. All times detailed in this Prospectus are AEST. "ASIC" Australian Securities and Investments Commission. "ASX" Australian Stock Exchange Limited (ACN 006 624 691). "Business Day" has the same meaning as that expression in ASX Listing Rules. "Closing Date" the date on which the Issue closes for shareholders which is 5.00pm AEST on 11 September 2003. "Corporations Act" The Corporations Act 2001 as amended or re-enacted from time to time. "Directors" the Directors of Intec Ltd. "Entitlement" or "Right" the number of new Shares to which a shareholder is entitled to subscribe for as determined on the Record Date. "Entitlement and means a form similar to the pro forma Entitlement and Acceptance Form Acceptance Form" or attached to this Prospectus, which will be individualised and sent to all "Form" shareholders entitled to participate in the Issue. "Expiry Date" means 7 September 2004. "HalexTM" this is a registered trademark of Intec. It is the name given to the product formed at the anode as a result of the oxidation of chloride and bromide ions. Its chemical formula is BrCl2. Intec Ltd ACN 001 150 849 and ABN 25 001 150 849. "Intec" and "Company" "Intec Gold Process" or means the Intec Process as applicable to the treatment of gold ores and "IGP" concentrates. "Intec Process" means Intec's generic halide based hydrometallurgical process and its various derivative applications "IPO Prospectus" means the Prospectus of the Company dated 19 December 2001 as supplemented. "Issue" the offer pursuant to this Prospectus of the pro rata renounceable entitlement Issue of up to 87,623,490 Shares on the basis of three Shares for every five Shares held as at the Record Date. "Listing Rules" the official Listing Rules of ASX. "Orian" means Orian Holding Corp., a wholly owned subsidiary of Ivanhoe Mines Ltd ARBN 075 217 097 (Ivanhoe). "Prospectus" means this Prospectus dated 7 August 2003 and includes all material implied or expressly incorporated in this prospectus by reference. "Quotation" has the same meaning as that expression in ASX Listing Rules. "Record Date" has the same meaning as that expression in ASX Listing Rules which is specified by Intec in relation to the Issue as 5.00pm AEST on 18 August 2003. "Share" fully paid ordinary Share in Intec including a new Share unless the context requires otherwise. "Underwriters" means Taylor Collison Limited and Grange Securities Limited acting jointly as such in respect of the whole of the Issue. "Underwriting means the agreement having that name between the Company and Taylor Agreement" Collison Limited and Grange Securities Limited dated 7 August 2003.

The following definitions apply throughout this Prospectus unless the context requires to the contrary:

Intec Ltd

Registries Limited

28 Margaret Street

Sydney NSW 2000

Level 2

ABN 25 001 150 849

SHARE REGISTRY:

Date Entitlement. Signed By
Reduced to
REGISTERED OFFICE:
Gordon Chia Building, 101
Department of Chemical Engineering
Maze Crescent
University of Sydney NSW 2006

STOCK BROKER USE ONLY

Number of Shares held at 5pm on 18 August 2003

$\equiv$

Entitlement to Shares

Amount per Share
payable on application
A\$0.03

Total Amount Payable

$\mathbf x$ IMPORTANT: THIS DOCUMENT IS OF VALUE AND REQUIRES YOUR IMMEDIATE ATTENTION

If in doubt consult either your Stockbroker, Solicitor, Accountant or other professional advisor without delay.

ENTITLEMENT AND ACCEPTANCE FORM
Renounceable three for five Entitlements Issue of up to 87,623,490 Shares
at an issue price of A\$0.03 per Share on application
ISSUE CLOSES 5pm AEST on 11 September 2003
HOLDERS TO COMPLETE IF ACCEPTING
No. of Shares accepted, being
not more than
Entitlement above
Amount per Share
payable on application
Amount of Cheque
X A\$0.03 $\equiv$ A\$
CONTACT DETAILS - should we need to contact you regarding this form
Business Tel Home Tel Mobile Tel E-mail Address: Contact Name
PLEASE ENTER CHEQUE/DRAFT DETAILS
DRAWER BANK BRANCH CHEQUE AMOUNT - A\$
PLEASE ENTER CREDIT CARD DETAILS
CARD TYPE NAME ON CARD CARD NUMBER EXPIRY DATE SIGNATURE

ALL CHEQUES/DRAFTS SHOULD BE DRAWN ON AN AUSTRALIAN BANK MADE PAYABLE IN AUSTRALIAN DOLLARS TO INTEC LTD, crossed "Not negotiable" and forwarded with this acceptance to REGISTRIES LIMITED, Level 2, 28 Margaret St, Sydney NSW 2000 or PO Box R67, Royal Exchange, Sydney, NSW 1223 and must reach that address by 5 pm. Sydney time on 11 September 2003. Entitlements trading commences on 12 August 2003 and ceases on 4 September 2003.

RETURN OF THIS FORM WITH YOUR PAYMENT TO REGISTRIES LIMITED BY 5 pm AEST ON 11 SEPTEMBER 2003 WILL CONSTITUTE ACCEPTANCE OF THE OFFER, NO SIGNATURE IS REQUIRED. THE ACCEPTOR AGREES, UPON ALLOTMENT OF THE SHARES ABOVE, TO HOLD THOSE SHARES AND SUBJECT TO THE CONSTITUTION OF THE COMPANY, YOU SHOULD NOT COMPLETE THIS APPLICATION FORM UNLESS IT WAS INCLUDED IN OR ACCOMPANIED BY THE PROSPECTUS. YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTOOD THE PROSPECTUS TO WHICH THIS APPLICATION FORM RELATES, INCLUDING THE RISK FACTORS.

PLEASE REFER TO REVERSE FOR LODGING INSTRUCTIONS.

Share Registry - REGISTRIES LIMHTED, Level 2, 28 Margaret Street, Sydney, NSW 2000 - PO Box R67, Royal Exchange, Sydney, NSW 1223.

Intec Ltd Rights Issue Prospectus

Å To accept all new Shares offered

Return this Form with your cheque for the full amount of your Entitlement, to Registries Limited, P.O. Box R67, Royal Exchange Sydney NSW 1223 or Level 2, 28 Margaret Street Sydney NSW 2000 by 5 pm on 11 September 2003. No signature is required. Cheques may only be drawn on an Australian bank in Australian dollars.

$\overline{\mathbf{B}}$ . To accept some of the new Shares offered and sell the remaining Entitlements through a stockbroker

Insert in the boxes on the front of this Form:

  • $\hat{H}$ the number of Shares accepted; and
  • $\hat{H}$ the amount of the cheque for those Shares.

Indicate in the "Instructions to Your Stockbroker" section below, the number of Shares you intend to accept, the amount of your cheque for those Shares and the number of Entitlements which you intend to sell. Send the Form to your stockbroker with your cheque for the Shares accepted.

Entitlements trading commences on 12 August 2003 and ceases on 4 September 2003 by which time any sale of part of your Entitlement must be completed.

$\overline{c}$ To sell all your Entitlements through a stockbroker

Insert the information required in the "Instructions to Your Stockbroker" section below. Send the Form to your stockbroker. Sale of your Entitlement must be completed by 11 September 2003 when Entitlement trading ceases.

Ð. To Renounce some or all of your Entitlements other than through a stockbroker

Obtain a Standard Renunciation Form from your stockbroker or Registries Limited.

Complete the Standard Renunciation Form with the number of Entitlements you are renouncing, making sure that it is signed by both you and the buyer.

If you are accepting some of the Shares offered, insert in the boxes on the front of this Form:

  • the number of Shares accepted, and $\ddot{H}$
  • the amount of your cheque for those Shares. $\hat{H}$ )

Lodge both the Standard Renunciation Form and this Form with Registries Limited by 4 September 2003, together with your cheque for any new Shares you are accepting.

To accept some of the new Shares and allow the remaining Entitlements to lapse E.

Insert in the boxes on the front of this Form:

  • the number of Shares accepted: and $\mathbf{h}$
  • the amount of your cheque for these Shares. $\hat{\mathbf{n}}$
  • Return this Form with your cheque to Registries Limited by 5 pm on 11 September 2003.

No signature is required.

IMPORTANT NOTE: This offer is not being made in any jurisdiction other than Australia and New Zealand except on the basis set out in the Prospectus. In accepting your Entitlements you represent and warrant that (unless otherwise agreed with the Company) you are not in any jurisdiction other than Australia or New Zealand or, if so, you are aware of your eligibility to participate in the Issue as referred to on page 4 of the Prospectus.

If you have any questions, please contact Registries Limited for assistance. Tel +612 9290-9600.

Instructions to Your Stockbroker

To be completed and sent to your stockbroker only if you wish to sell the whole or part of your Entitlement.

Please insert the appropriate number in each of the boxes below

Number of the Shares which I intend to ACCEPT

Number of Entitlements which I intend to SELL

I attach a cheque/draft* for the full amount of Shares accepted.

A\$

(*: Please delete whichever does not apply)

This instruction *has/has not previously been notified to you.

CORPORATE DIRECTORY

Directors:

Kenneth J Severs (Non-executive Chairman) Philip R Wood (Managing Director and Chief Executive Officer) A John Moyes (Technical Director) J Philip Evans (Non-executive Director) Gordon L Toll (Non-executive Director)

Company Secretary: Robert J Waring

Registered Office: Gordon Chiu Building, J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia

Telephone: +612 9351 6741
Facsimile: +612 9351 7180
Website: www.intec.com.au
Email: [email protected]

Auditor:

PricewaterhouseCoopers Darling Park Tower 2, 201 Sussex Street Sydney NSW 1171 Australia

Share Registry:

Registries Limited Level 2, 28 Margaret Street Sydney NSW 2000 Australia

PO Box R67 Royal Exchange Sydney NSW 1223 Australia

Telephone: +612 9290 9600 Facsimile: +612 9279 0664

Underwriters:

Taylor Collison Limited Level 2, 55 Hunter Street Sydney NSW 2000 Australia

Telephone: +612 9232 1688 Facsimile: +612 9232 1677

Grange Securities Limited Level 7, 17 Castlereagh Street Sydney NSW 2000 Australia

Telephone: $+61292213141$ Facsimile: +612 9221 7522

Legal Advisors:

Allens Arthur Robinson Level 23, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia

Patent Attorneys:

Griffith Hack 100 Miller Street North Sydney NSW 2060 Australia

Gordon Chiu Building, J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia

Telephone: +612 9351 6741 Facsimile: +612 9351 7180

Website: www.intec.com.au Email: [email protected]

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

(This Appendix 3B is intended to supplement the Appendix 3B lodged with ASX on 17 June 2003)

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Intec Ltd

ABN

25 001 150 849

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ +Class of +securities issued or to be issued

Fully paid ordinary shares

$\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued

87,623,490

Principal terms of the *securities 3 (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

The securities will rank equally with Intec's currently quoted fully paid ordinary shares coded INL

+ See chapter 19 for defined terms.

4 Do the securities rank equally in all
respects from the date of allotment
with an existing "class of quoted
securities?
coded INL The securities will rank equally with Intec's
currently quoted fully paid ordinary shares
If the additional securities do not
rank equally, please state:
the date from which they do
extent to which they
the
participate for the next dividend,
$(in$ the case
of
a.
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5. Issue price or consideration $$0.03$ (3 cents) per share
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
dated 7 August 2003. To raise working capital - refer Prospectus
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
Estimated 2 October 2003.
Number $+C$ lass
8 Number
and + class
of.
all
*securities
quoted
on
ASX.
(including the securities in clause
2 if applicable)
209,696,640 Fully
paid
ordinary
shares

+ See chapter 19 for defined terms.

Number $\pm$ Class
9 Number and + class
- of
all
*securities not quoted on ASX
(including the securities in clause
2 if applicable)
23,965,992 Ordinary
fully
paid
restricted 24 months
from date of listing.
1,275,000 30 June 2009 Options -
exercise price \$0.50
7,301,956 16 July 2007 Options -
exercise price \$0.25
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
coded INL. The securities will rank equally with Intec's
currently quoted fully paid ordinary shares

+ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

11 security
holder
approval
Ιs
required?
$\mathbf{N}\mathbf{0}$
12 Is the issue renounceable or non-
renounceable?
Renounceable
13 Ratio in which the "securities will
be offered
Three for five (3:5)
14 Class of securities to which the
offer relates
Fully paid ordinary shares
15 *Record
date
determine
to
entiflements
18 August 2003
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
Not applicable
17 Policy for deciding entitlements in
relation to fractions
Fractional entitlements (if any) will be rounded
up
18 Names of countries in which the
entity has "security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
The offer will be made to Australian and New
Zealand shareholders, in addition to certain
qualifying
foreign shareholders.
Refer
Prospectus.
19 date
Closing
receipt
for
οf
acceptances or renunciations
11 September 2003.

+ See chapter 19 for defined terms.

20 Names of any underwriters Taylor Collison Limited and Grange Securities
Limited jointly.
21 Amount of any underwriting fee or
commission
6% of the Issue proceeds.
22 Names of any brokers to the issue N/A
23 Fee or commission payable to the
broker to the issue
N/A
24 Amount of any handling
fee
payable to brokers who lodge
acceptances or renunciations on
behalf of *security holders
N/A
25 If the issue is contingent
on
*security holders'
approval, the
date of the meeting
N/A
26. Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
21 August 2003
27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
7 August 2003
28 Date rights trading will begin (if
applicable)
11 August 2003
29. Date rights trading will end (if
applicable)
4 September 2003
30 How do *security holders sell their
entitlements
in full through a
broker?
Refer page 3 of Prospectus
31 How do "security holders sell part
of their entitlements through a
broker and accept for the balance?
Refer page 3 of Prospectus

+ See chapter 19 for defined terms.

$32$ How do *security holders dispose of their entitlements (except by sale through a broker)?

Refer page 3 of Prospectus

33 *Despatch date 2 October 2003

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities (tick one)
  • $(a)$

Securities described in Part 1

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

Not Applicable

35 If the "securities are "equity securities, the names of the 20 largest holders of the additional
securities, and the number and percentage of additional securities held by those holders
36 If the securities are equity securities, a distribution schedule of the additional *securities
setting out the number of holders in the categories
$1 - 1.000$
$1,001 - 5,000$
$5,001 - 10,000$
$10,001 - 100,000$
$100.001$ and over
37 A copy of any trust deed for the additional *securities

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b) Not Applicable

  • Number of securities for which 38 *quotation is sought
  • Class of *securities for which 39 quotation is sought
  • 40 Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

  • $\bullet$ the date from which they do
  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
  • 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

+Class

$+$ See chapter 19 for defined terms.

Ouotation agreement

  • $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • The issue of the "securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
  • There is no reason why those "securities should not be granted "quotation.
  • An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any $\bullet$ applications received by us in relation to any *securities to be quoted and that noone has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

$+$ See chapter 19 for defined terms.

  • $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Philip R Wood Date: 7 August 2003 Sign here: (Director/Company Secretary)

Print name: Philip R Wood

$\begin{tabular}{ll} \bf 1.42\pm 0.00000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43\pm 0.0000 & \tt 1.43$

$+$ See chapter 19 for defined terms.

Intec Ltd

Superior and Sustainable Metals Production

Gordon Chiu Building J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia

Telephone: +612-9351-6741 Facsimile: +612-9351-7180 Email: [email protected] Website: www.intec.com.au

7 August 2003

Dear Intec optionholder

Intec Ltd (INL) three for five Rights Issue

On 17 June 2003, Intec announced a three for five renounceable rights issue to existing shareholders at a price of 3 cents per share, to raise approximately A\$2.6 million (the Rights Issue).

On 7 August 2003, the Company lodged with ASIC and released to ASX a prospectus in relation to the Rights Issue.

You are the holder of Intec options, which have a term expiring on 16 July 2007 and an exercise price of A\$0.25 (the Options). Please be advised that the Options, of themselves, do not entitle you to participate in the Rights Issue. The Options will only bear on your entitlement to participate in the Rights Issue if the Options are exercised by you prior to the Record Date in relation to the Rights Issue (the Record Date being 18 August 2003).

As a separate matter, the terms of the grant of the Options (which terms are set out on the reverse side of the Option certificate) set out a formula which applies to the Options in the case of a Rights Issue and may have the effect of reducing the exercise price of the Options, in the event that the options are not exercised prior to the Rights Issue.

The operation of this formula is, in part, based on the average market price for Intec's shares (weighted by reference to volume) during the five trading days prior to the ex-rights date of the Rights Issue. As this figure is not currently known, the operation of the formula in relation to the exercise price of your Options (which is expected to be minimal) cannot currently be calculated.

You will be advised of the outcome of this matter in due course, and the adjustment (if any) to the exercise price of your Options.

Yours sincerely Intec Ltd

Philip R. Wood

Philip R Wood Managing Director and Chief Executive Officer

Intec Ltd

Superior and Sustainable Metals Production

Gordon Chiu Building J01 Department of Chemical Engineering Maze Crescent University of Sydney NSW 2006 Australia

Telephone: +612-9351-6741 Facsimile: +612-9351-7180 Email: [email protected] Website: www.intec.com.au

7 August 2003

Dear Intec optionholder

Intec Ltd (INL) three for five Rights Issue

On 17 June 2003, Intec announced a three for five renounceable rights issue to existing shareholders at a price of 3 cents per share, to raise approximately A\$2.6 million (the Rights Issue).

On 7 August 2003, the Company lodged with ASIC and released to ASX a prospectus in relation to the Rights Issue.

You are the holder of Intec options, which have a term expiring on 30 June 2009 and an exercise price of A\$0.50 (the Options). Please be advised that the Options, of themselves, do not entitle you to participate in the Rights Issue. The Options will only bear on your entitlement to participate in the Rights Issue if the Options are exercised by you prior to the Record Date in relation to the Rights Issue (the Record Date being 18 August 2003).

As a separate matter, the terms of the grant of the Options (which terms are set out on the reverse side of the Option certificate) set out a formula which applies to the Options in the case of a Rights Issue and may have the effect of reducing the exercise price of the Options, in the event that the options are not exercised prior to the Rights Issue.

The operation of this formula is, in part, based on the average market price for Intec's shares (weighted by reference to volume) during the five trading days prior to the ex-rights date of the Rights Issue. As this figure is not currently known, the operation of the formula in relation to the exercise price of your Options (which is expected to be minimal) cannot currently be calculated.

You will be advised of the outcome of this matter in due course, and the adjustment (if any) to the exercise price of your Options.

Yours sincerely Intec Ltd

Philip R. Wood

Philip R Wood Managing Director and Chief Executive Officer