THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

Newland Resources Ltd

ABN 13 009 092 068

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Director's Letter	Page 1
Notice of Annual General Meeting (24 November 2003 at 11 am)	Page 2
Explanatory Statement	Page 4
Independent Expert's Report	Page 13
Proxy Form	Pages 41 & 42

Newland Resources Limited

ABN 13 009 092 068

14 October 2003

Dear Shareholder

Acquisition of Interests in Resources Services Limited and Resources Services (BVI) Limited

The enclosed documents contain important information relating to the proposed acquisition by the Company of a further 40% interest in each of Resources Services Limited and Resources Services (BVI) Limited (Acquisition), whereby the Company will increase its aggregate interest in each company to 90%. Preliminary details of the Acquisition were announced to ASX on 22 April 2003.

Shareholders will be given the opportunity to consider aspects of the Acquisition at the annual general meeting which will be held on 24 November 2003.

The Directors unanimously recommend that you approve the resolutions proposed at the annual general meeting.

If shareholder approval is not obtained at the general meeting, the Acquisition will not proceed, and the Directors believe the Company will be deprived of a significant opportunity.

The Board's recommendation is supported by the Independent Expert, Stanton Partners Corporate Pty Ltd, which has expressed the view that the Acquisition is fair and reasonable having regard to the interests of all shareholders.

The Explanatory Statement explains the Acquisition in detail and the Directors' reasons for making their recommendation. This is an important document and I recommend that you read it in its entirety.

If you are unable to attend the meeting on 24 November 2003, a proxy form is enclosed for you to complete and return to the Company.

Yours faithfully for Newland Resources Ltd

Lindsay Colless Director

Newland Resources Limited

ABN 13 009 092 068

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that an annual general meeting of Newland Resources Limited ABN 13 009 092 068 will be held at 129 Edward Street, Perth WA 6000 on 24 November 2003 at 11 am (WST).

ORDINARY BUSINESS

To consider and if thought fit to pass the following resolutions as ordinary resolutions:

1. Accounts

To receive the Financial Statements for the year ended 30 June 2003, the Directors' and Auditors' reports and the Directors' Statement thereon.

2 Directors

To elect Mr P L Munachen, who retires in accordance with the Constitution and, being eligible, offers himself for re-election.

SPECIAL BUSINESS

3. Issue Of Shares

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

"That, for the purposes of item 7 in section 611 of the Corporations Act 2001 (Cth) and rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approves the issue, within 3 months after the date of this meeting, of:

62,000,000 fully paid ordinary shares in the Company to Mr William West; $(i)$
$(ii)$ 7,000,000 fully paid ordinary shares in the Company to Endstone Limited; and
7,000,000 fully paid ordinary shares in the Company to Letromark Ltd, $(iii)$

at an issue price of \$0.05 per share."

The Company will disregard any vote cast on this resolution by each of Mr William West, Endstone Limited and Letromark Ltd, or by any of their respective associates. The Company, however, need not disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY STATEMENT

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement and Independent Expert's Report, which each form part of this Notice of Meeting.

VOTING ENTITLEMENTS

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the Board has determined
that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements
for the general meeting, will November 2003.

By Order of the Board 14 October 2003

Karen E V Brown Secretary

EXPLANATORY STATEMENT

$1₁$ INTRODUCTION

This Explanatory Statement has been prepared to provide the shareholders of Newland Resources Limited ABN 13 009 092 068 (Newland or Company) with information in connection with the special business set down for the annual general meeting of the Company to be held at 129 Edward Street, Perth WA 6000 on 24 November 2003 at 11 am (WST).

The annual general meeting includes resolutions for shareholders to consider approving the issue (Issue) of 62,000,000 Shares to Mr William West (Mr West), 7,000,000 Shares to Endstone Limited (Endstone) and 7,000,000 Shares to Letromark Ltd (Letromark), each at a price of \$0.05 per Share. The resolution is an ordinary resolution requiring it to be passed by a simple majority of votes cast by shareholders entitled to vote on it.

The Issue comprises part of the consideration for the acquisition by Newland of a further 40% interest in each of Resources Services Limited and Resources Services (BVI) Limited (Acquisition), whereby the Company will increase its aggregate interest in each company to 90%.

The purpose of this Explanatory Statement is to provide shareholders with information that the Board believes to be material to shareholders in relation to the Acquisition, and for the purposes of deciding whether or not to approve the Issue.

This Explanatory Statement is an important document and should be read carefully in its entirety by all shareholders.

$\overline{2}$ . THE ACQUISITION

$2.1$ Overview of the Acquisition

As announced on 22 April 2003, Newland has agreed with Mr West to acquire his 40% interest in each of Resources Services Limited (RSL) and Resources Services (BVI) Limited (RSOL). This agreement is conditional on the approval of shareholders in the Company.

Newland is currently a 50% shareholder in RSL and RSOL. Following the Acquisition, Newland's shareholding in each of RSL and RSOL will increase to 90%.

The consideration for the Acquisition comprises the Issue.

As a result of the Acquisition, Newland will receive a large proportion (90%) of all revenue generated by each of RSL and RSOL in their funds management businesses.

22 Overview of RSL and RSOL

Each of RSL and RSOL are funds managers of portfolios focused primarily on the global resources sector and include a number of Australian resource companies amongst their investments.

RSL manages the portfolio of Resources Investment Trust plc (RIT), an investment trust which was listed on the London Stock Exchange in February 2002. RSL's management contract commenced on that date, with an initial term of 10 years. After the initial term, RSL's contact can be terminated on 6 months' notice. RSL's remuneration is calculated on the basis of 1.5% of the net assets of RIT paid quarterly, and 20% of any capital gains achieved (after a notional 6% per annum) paid 6 monthly.

RSOL manages the portfolio of Ocean Resources Capital Holdings plc (ORCH), an investment company which was listed on the Alternative Investment Market (AIM) in London in March 2003. RSOL's management contract commenced on that date, with an initial term of 7 years. After the initial term, RSL's contact can be terminated on 3 years' notice. RSOL is remunerated on a similar basis to RSL.

RIT has approximately £26 million (approximately A\$68 million) under management, and ORCH has approximately $£46$ million (approximately A\$115 million) under management.

2.3 Rationale for the Acquisition

As Newland has already a 50% interest in both RSL and RSOL, the Directors consider that the markets will improve over the period of the management contracts and it makes commercial sense to increase its interests in these companies to a majority position. The Directors also feel it is in the Company's interests for the management companies to become subsidiaries of Newland which will allow the Company to have a greater influence over the conduct of the administration of the contracts.

2.4 Key Benefits Expected from the Acquisition

The Directors consider the Acquisition will be beneficial to the Company and its shareholders for the reasons set out below.

If RSL and RSOL meet or exceed expectation the Company's cash flows will increase and the share price of the Company should correspondingly increase.

Newland will inherit an experienced and professional management team.

Newland may have the ability to more easily raise working capital if required.

The Company believes that the price paid does not reflect any performance fees that may be earned by RSL and RSOL. In a rising market there is a possibility that the performance fees may be substantial.

$2.5$ Risks and Potential Disadvantages of the Acquisition

While the Acquisition offers the Company and its shareholders the advantages discussed in section 2.4 above, there are the following risk and disadvantages:

the presence of a 40.06% shareholder (Mr West see sections 4.3 and 4.4 $(a)$ below) may reduce the liquidity in Newland Shares and reduce the potential for a takeover bid;
$(b)$ existing shareholders in Newland will have their interests in Newland diluted by 50.29% as a result of the Issue;
there is always a risk that RSL and RSOL will not perform to expectations, $(c)$ that resultant profits are not up to expectations and the share price of Newland may fall.
$(d)$ Goodwill on consolidation of some \$2,840,000 is created by the acquisition that will need to be amortised over approximately 8 years, which will result in the profits of the Company being subject to annual amortisation of some \$355,000, which will reduce profits or increase losses by that amount.

On balance, the Directors consider that the expected benefits of the Acquisition outweigh the potential disadvantages. This view is consistent with that of the Independent Expert Newland has commissioned, Stanton Partners Corporate Pty Ltd, to prepare an independent expert's report on the Acquisition (Independent Expert's Report). A copy of the Independent Expert's Report is annexed to this Explanatory Statement.

The Independent Expert has expressed the view that the Acquisition is fair and reasonable having regard to the interests of all shareholders.

$\overline{3}$ APPROVAL OF ISSUE

3.1 Additional Information in relation to the Acquisition and Issue

The following additional information is provided to shareholders to assist them in assessing the merits of the Acquisition and the Issue:

Based on the last closing sale price of Shares on ASX on the day $(a)$ immediately prior to the date of this Explanatory Statement, the value attributable to the Issue is \$4.560.000.
The Issue Shares will be issued in a single tranche as soon as possible and, $(b)$ in any event, within 3 months after the date of the general meeting.
$(c)$ The Issue price of \$0.05 per Share was determined as being the price the shares were trading at when the acquisition was negotiated with the vendor.
$(d)$ The Issue price of \$0.05 per Share is a discount of 16.67% to the last closing sale price of Shares on ASX on 13 October 2003, the day immediately prior to the date of this Explanatory Statement. The highest and lowest market

sale prices of Shares on ASX during the 3 months immediately preceding the date of this Explanatory Statement were:

Highest $\sim$ \$0.062			on 30 September 2003
Lowest	Contract Contract Contract	- \$0.022	on 11 August 2003

The last closing sale price of Shares on ASX on 15 April 2003 (the last day on which trades in the Company's securities were recorded before the Acquisition was announced) was 2.1 cents.

From their date of issue, the Issue Shares are subject to escrow and a $(e)$ corresponding holding lock on ASX for a period of 12 months from their date of issue. The Issue Shares will otherwise rank equally in all respects with the Company's then existing Shares.
$(f)$ Endstone and Letromark are not associates of Mr West, but are receiving shares in Newland in accordance with Mr Wests's direction.
The Issue Shares will be issued to fund the consideration for the $(g)$ Acquisition, and therefore no funds will be raised by the issue of those shares.

$3.2$ Interests of Mr West, Endstone and Letromark in the Company

As at the date of this Explanatory Statement, the issued share capital of the Company comprises:

Shares

78,777,571 fully paid ordinary shares

Options
Number	Expiry Date	Exercise Price
20,000	30/09/04	\$0.50
1,000,000	09/12/04	\$0.50
500,000	12/12/04	\$0.50
1,350,000	16/12/04	\$0.50
350,000	01/02/05	\$0.80

100,000	06/02/05	\$0.80
500,000	31/05/05	\$0.80
500,000	31/05/05	\$1.00

As at the date of this Explanatory Statement, none of Mr West, Endstone and Letromark has any interest in shares in the Company.

Neither Endstone nor Letromark is associated with Mr West, and Endstone and Letromark are not associated with each other.

The issued capital of the Company immediately after the Issue (assuming that no other Shares are issued and that no options are exercised) will comprise:

Shares

154,777,571 fully paid ordinary shares

Options
Number	Expiry Date	Exercise Price
20,000	30/09/04	\$0.50
1,000,000	09/12/04	\$0.50
500,000	12/12/04	\$0.50
1,350,000	16/12/04	\$0.50
350,000	01/02/05	\$0.80
100,000	06/02/05	\$0.80
500,000	31/05/05	\$0.80
500,000	31/05/05	\$1.00

After the Issue, Mr West will hold 62,000,000 Shares, being approximately 40.06% of the expanded issued share capital of the Company.

Each of Endstone and Letromark will respectively hold 7,000,000 Shares, being approximately 4.52% each of the expanded issued share capital of the Company.

After the Issue, if all of the options to subscribe for shares in the Company were exercised, the issued capital of the Company would comprise 159,097,571 Shares and Mr West would hold 62,000,000 of these Shares, being approximately 39.0% of the expanded issued share capital of the Company. Each of Endstone and Letromark would respectively hold 7,000,000 Shares, being approximately 4.4% each of the expanded issued share capital of the Company.

3.3 Voting power of Mr West, Endstone and Letromark

Prior to the Issue, Mr West, Endstone and Letromark each have no interest in the Company and therefore have no voting power (as defined in the Corporations Act) in the Company.

Immediately after the Issue, Mr West will acquire 40.06% of the voting power in the Company and each of Endstone and Letromark will respectively acquire 4.52% of the voting power in the Company.

3.4 Mr West's Intentions in Relation to the Company

Mr West has informed the Company that at this stage:

he does not propose to acquire any further shares in the Company; $(a)$
it is not intended that any additional person be appointed as a director of $(b)$ the Company as a result of the Acquisition, although a representative of Mr West may be appointed at a later stage;
he has no intention to become a director of the Company or assume an $(c)$ executive role:
he has no intention to change the business of the Company; $(d)$
he has no intention to inject further capital into the Company or change its $(e)$ financial or dividend policies;
$(f)$ he has no intention to alter the future employment of the present employees of the Company; and
he has no intention to otherwise redeploy the fixed assets of the Company. $(g)$

3.5 Are there any other contracts or arrangements that are connected with the Acquisition?

As at the date of this Explanatory Statement:

there is no other contract or proposed contract between the Company and $(a)$ Mr West, Endstone or Letromark or any of their respective associates which is conditional upon, or directly or indirectly dependent on, shareholders' approval to the resolution; and
there is no proposal whereby any property will be transferred between the $(b)$ Company and Mr West, Endstone or Letromark or any person associated with them.

3.6 Directors' interests

None of the Directors has any interest in the Acquisition, or the Issue.

Each of the Directors voted in favour of the Acquisition and in favour of putting the resolution to shareholders for approval. Each of the Directors approved the contents of this document.

37 Directors' Recommendation

The Directors recommend that shareholders vote in favour of the resolution.

After carefully considering all the aspects of the Acquisition and the Independent Expert's report, the Directors are of the view that the Acquisition is in the best interests of the Company for the reasons outlined in sections 2.3, 2.4 and 2.5.

Section 611, Item 7 of the Corporations Act Disclosure 3.8

As shareholders may be aware, section 606 of the Corporations Act provides that (subject to specified exemptions) a person must not acquire a relevant interest in issued voting shares in a listed company if, as a result of the acquisition, any person's voting power in the company would increase:

from 20% or below to more than 20%; or $(a)$
$(b)$ by any amount from a starting point that is above 20% and below 90%.

Neither Mr West, Endstone and Letromark, nor any of their associates currently hold any shares in Newland and therefore, Mr West, Endstone and Letromark currently do not have any voting power in the Company.

If shareholders approve the resolution, Mr West will acquire 62,000,000 Shares, giving him voting power of approximately 40.06% in Newland. Accordingly, the prohibition in section 606 applies to the proposed issue of Shares to Mr West, unless shareholder approval for that issue is obtained in accordance with item 7 in section 611 of the Corporations Act, which is outlined below.

Each of Endstone and Letromark will respectively hold 7,000,000 Shares, giving them each voting power of approximately 4.52% in Newland. Further, each of Endstone and Letromark are not associates of Mr West. Accordingly, the prohibition in section 606 does not apply to the proposed issue of Shares to each of Endstone and Letromark.

Item 7 in section 611 of the Corporations Act permits an acquisition of shares which would otherwise contravene section 606 if the acquisition is approved beforehand by a resolution passed at a general meeting of the company in which the shares are being acquired (in this case, Newland) and no votes are cast in favour of the resolution by the person proposing to acquire the shares (in this case, Mr West) and their associates, or the persons (if any) from whom the acquisition is to be made and their associates.

3.9 Listing Rule Disclosure

ASX Listing Rule 7.1 requires (subject to specified exemptions) the Company to obtain shareholder approval for an issue of securities which exceeds, in any 12 month period, 15% of the issued capital of the Company.

The Issue will exceed 15% of the Company's issued capital and therefore requires shareholder approval under ASX Listing Rule 7.1.

The effect of shareholder approval under ASX Listing Rule 7.1 is that the Issue will not be counted in reducing the number of securities which the Company can issue in the future for the purposes of the 15% limit imposed by that Rule.

Date: 14 October 2003

GLOSSARY

AIM means the Alternative Investment Market of the London Stock Exchange.

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

Acquisition means the purchase of Mr West's 40% interests in each of RSL and RSOL.

Board means the board of Directors.

Company or Newland means Newland Resources Limited ABN 13 009 092 068.

Directors means the directors of the Company.

Endstone means Endstone Limited.

Explanatory Statement means this explanatory statement.

Independent Expert means Stanton Partners Corporate Pty Ltd.

Independent Expert's Report means the report of Stanton Partners Corporate Pty Ltd which is annexed to this Explanatory Statement.

Issue means the issue of 62,000,000 Shares to Mr West, 7,000,000 Shares to Endstone and 7,000,000 Shares to Letromark, each at an issue price of \$0.05 per Share.

Issue Shares means the issue of a total of 76,000,000 Shares in accordance with the resolution in the Notice of Meeting.

Letromark means Letromark Ltd.

Mr West means Mr William West of 10-12 Little Trinity Lane, London.

Notice of Meeting means the notice of general meeting accompanying this Explanatory Statement.

ORCH means Ocean Resources Capital Holdings plc.

RIT means Resources Investment Trust plc.

RSL means Resources Services Ltd.

RSOL means Resources Services (BVI) Limited.

Shares means fully paid ordinary shares in the Company.

STANTON PARTNERS CORPORATE PTY LTD

A C N 063 036 331 1 HAVELOCK STREET WEST PERTH 6005 WESTERN AUSTRALIA

TELEPHONE: (08) 9481 3188 FACSIMILE: (08) 9321 1204

e-mail: [email protected]

19 September 2003

The Directors Newland Resources Limited 129 Edward Street PERTH WA 6000

Dear Sirs

RE: NEWLAND RESOURCES LIMITED ("NEWLAND" OR "COMPANY") (ABN 130 13 009 092 068) MEETING OF SHAREHOLDERS PURSUANT TO SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT ("TCA") ON THE PROPOSAL TO ACQUIRE A FURTHER 40% OF THE ISSUED SHARE CAPITAL OF RESOURCES SERVICES LIMITED AND RESOURCES SERVICES (BVI) LIMITED FROM INTERESTS OF W WEST

$1¹$ Introduction

$1.1$ We have been requested by the Directors of Newland to prepare an Independent Expert's Report to determine the fairness and reasonableness relating to the proposals pursuant to resolution 3 as detailed in the Notice of Meeting to Newland shareholders (the "Notice").
It is proposed pursuant to resolution 3, to acquire a further 40% interest (Newland $1.2$ already owns a 50% interest) in Resources Services Limited ("RSL") and Resources Services (BVI) Limited ("RSOL") by way of the issue of a total of 76,000,000 shares in Newland (initially deemed to be issued at 5 cents per share).

The 76,000,000 shares to be issued are to be allocated as follows:

62,000,000 to Mr W West (or nominee) ("West")
7,000,000 to Endstone Limited ("Endstone") $\mathbf{M}$
7,000,000 to Letromark Limited ("Letromark")

For the purposes of this report, we have referred to the three vendors of the 40% interest in RSL and RSOL as the Resource Vendors.

$1.3$ Details on RSL and RSOL are outlined elsewhere in this report and in the Explanatory Statement to Shareholders with the Notice.

$1.4$ Under Section 606 of TCA, a person must not acquire a relevant interest in issued voting shares in a company if because of the transaction, that person's or someone else's voting power in the company increases:
From 20% or below to more than 20%; or $(a)$
From a starting point that is above 20% and below 90%. $(h)$

Under Section 611 (Item 7) of TCA, Section 606 does not apply in relation to any acquisition of shares in a company by resolution passed at a general meeting at which no votes were cast in favour of the resolution by the acquirer of the disposer or their respective associates. An independent expert is required to report on the fairness and reasonableness of the transactions pursuant to a Section 611 (Item 7) meeting.

$1.5$ For the purpose of takeovers, policy Statement 75 issued by the Australian Securities and Investments Commission ("ASIC") determines "fair and reasonable" as follows:
$\bullet$ Fair: an offer is fair if the value of the offer price or consideration is equal to or greater than the value for the securities the subject of the offer; and
Reasonable: an offer is reasonable if it is fair however it may also be reasonable, if despite not being fair after considering other significant factors, members accept the offer on absence of any higher bid before the closure of the offer.
$1.6$ Currently, there are 78,777,571 ordinary shares on issue in Newland and thus the allotment of 76,000,000 ordinary shares to the Resource Vendors will result in the Resource Vendors owning approximately 49.10% of the expanded issued ordinary capital of Newland.
$1.7$ Mr W West (or nominee) will receive 62,000,000 of the 76,000,000 shares and thus. the interests of Mr W West will own an initial 40.06% of Newland. It is our understanding that Endstone and Letromark are not associated with West and thus technically we are only required to report on the proposed allotment of shares to West as it is West who will initially acquire an interest in Newland of greater than 20%. However, we have been requested by the Directors of Newland to report on the fairness and reasonableness of the proposal to acquire a further 40% interest in RSL and RSOL.
1.8 The Company has requested Stanton Partners Corporate Pty Ltd to prepare an Independent Expert's Report to determine whether the proposals outlined in resolution 3 are fair and reasonable to the shareholders of Newland (not associated with the Resource Vendors).
$1.9^°$ Apart from this introduction, this report considers the following:
Summary of opinion $\bullet$
$\bullet$ Implications of the proposals
Corporate history and nature of business of Newland, RSL and RSOL $\bullet$
Future directions of Newland $\bullet$
Basis of valuation of Newland shares $\bullet$
Basis of valuation of RSL and RSOL $\bullet$
Value of consideration
Combined consolidated statement of financial position
Fairness and reasonableness $\bullet$
Conclusion to fairness and reasonableness $\bullet$
Sources of information
Appendices A to E
$1.10$ In our opinion, the proposals as outlined in resolution 3 are on balance, fair and reasonable to the shareholders of Newland not associated with the Resource Vendors.

The opinions expressed above must be read in conjunction with the more detailed analysis and comments made in this report.

$2.$ Implications of the Proposals

As at 31 August 2003, there were 78,777,751 ordinary fully paid shares on issue in $2.1$ Newland. The significant fully paid shareholders at 31 August 2003 were believed to be:

	No. of fully paid shares	% of issued fully paid shares
Cambrian Mining Pty Ltd	9,121,354	11.58
BNP Pabiras Jersey Nominee Company Ltd	8,750,000	11.11
Charles Andrew Fowler	7,470,000	9.48
Parimar Ltd	5,750,000	7.30
William Jeremy Weston	4,984,666	6.33
JP Morgan Nominees Australia Ltd	3,300,396	4.19
National Nominees Pty Ltd	3,158,336	4.00
The House of Dare Pty Ltd	3,000,000	3.81
	45,534,752	57.80

The top 20 shareholders at 31 August 2003 owned approximately 76.61% of the Company.

$2.2^{\circ}$ As at 31 August 2003 there are 1,530,000 share options exercisable at 30 cents each, 2,870,000 share options that are exercisable at 50 cents each, 950,000 options that are exercisable at 80 cents per share and 500,000 exercisable at \$1.00 each. It is unlikely that any of these options will be exercisable in the near future.
$2.3$ It is not proposed in the short term to change the Board of Directors of Newland. Mr West or a representative of West may agree to accept nomination to the Newland Board at a later stage.
$2.4$ If resolution 3 is passed and consummated, Newland will own 90% of RSL and RSOL (up from 50%). The remaining 10% interest in RSL and RSOL, will be held by R Barby (5%) and H Drummon (5%). RSL and RSOL will become subsidiaries of Newland (whilst previously they were not subsidiaries).

$3.$ Corporate History and Nature of Business

NEWLAND

$3.1$ Newland is listed on the ASX in the mining sector. It is largely involved in investment in the global resources industry. Its three major assets includes a royalty over the Mount Garnet zinc deposit held by Kagara Zinc Limited and an interest in two financial service companies holding the management contracts for two UK listed investments entities. These later two investments are the 50% interest in RSL that has the right to manage Resources Investment Trust PLC ("REIT") for a 10 year period from 1 January 2001 to December 2010 and RSOL that has the right to manage Ocean Resources Capital Holdings PLC ("Ocean Resources") for a seven year period from 1 March 2003.
$3.2$ Additionally, Newland holds ordinary and preference shares in MG Capital PLC, a company listed on the UK Alternative Investments Market ("AIM"). MG Capital managers the Elite Moneyguru Unit Trust, and the New Opportunities Investment Trust (via a 90% interest in Noit Services, the management company). The cost of the investment in MG Capital is \$1,302,247 (ordinary shares) and \$5,549,857 (for the preference shares) for a total of \$6,852,104. As at 31 December 2002, the carrying value was \$6,367,416 and as at 30 June 2003, the market value (based on AIM share prices) was around \$980,000 (using a conversion price of 1 Australian dollar equates to 40 UK pence), for the ordinary shares and the preference shares (no trades on AIM) were carried forward at cost of \$6,549,857 less a provision for write down of \$5,500,000. Newland has a 28.3% interest in MG Capital and was represented on the Board of MG Capital by Mr Lindsay Colless (a director of Newland) to 19 June 2003. For the six months to 31 December 2002 MG Capital incurred a loss of £76,891 and in the prior year lost £1,942,601. MG Capital has negative funds at 31 December 2002 of around £1,190,000 (approximately \$2.99 million). It would appear to us, that the carrying value of the investment in MG Capital should be written down by Newland to around \$988,000. A 28.3% interest may be difficult to sell and the realisable price may be significantly lower than \$988,000.
$3.3$ Newland has other minor investments with a mid June 2003 market value that approximated \$490,000. The carrying value of the initial 50% interest in RSL and RSOL is \$179,546. The unaudited consolidated statement of financial position of Newland as at 30 June 2003 after allowing for the Newland directors write down of the MG capital investment and other investments is as follows:

	2000.8
Current Assets
Cash	125
Receivables	236
	361
Non Current Assets
Investments	2,258
	2,258

Total Assets	2,619

$00000$

Current Liabilities

	\$000's
Payables	39
Other	7
	46
Net Assets	2,573
Represented by:
Equity
Contributed Equity	15,482
Accumulated losses	(12,909)
Total Equity	2,573

$3.4$ Using the above net book asset figure of \$2,573,000, the book asset backing per share approximates 3.5 cents.

Resources Services Limited

$3.5$ RSL is a financial services company that earns fees for the provision of management. RSL has a contract with Resource Investment Trust ("REIT") and is for an initial period of 10 years and is thereafter terminable at six months notice. RSL manages the portfolio of REIT, a listed investment trust (listed on the London Stock Exchange -LSE). The remuneration is on the basis of 1.5% of the net assets of the REIT, paid quarterly and 20% of any capital gains achieved (after a notional 6% per annum (paid six monthly). Around 80% of the companies currently represented in the portfolio are listed on either the London stock Exchange ("LSE"), the Alternative Investment Market in London ("AIM") or various Canadian stock exchanges and have been affected by negative sentiment over past twelve months (although there is very recently a small improvement).

On 31 July 2003, the three largest holdings of the investments held by REIT account for 46.03% of REIT's total value and include Canadian gold miner. Thistle Mining Inc (14.19%), a UK fuel company, GLT Resources Plc (11.69%) and UK miner Celtic Resources Holdings Plc (20.15%).

Canadian company Thistle Mining listed on AIM around 12 months ago. The company is capitalised around C\$140 million and has recently extinguished almost all of its long-term debt. It has extensive gold resources of around 3.2 million ounces in South Africa, Kazakhstan and the Philippines with current annual production over 200,000 ounces.

Celtic Resources is a gold producer and mineral/petroleum development company that transferred its listing from Dublin's ESM to London's AIM in the latter half of 2002. Currently it is trading around £1.78 and is capitalised around £44.2 million. Celtic has resources of around 15 million ounces of gold in Kazakhstan and Russia and is targeting a production rate of 100,000 ounces per year in 2003 increasing to 300,000 ounces per year in 2005.

GTL Resources is also AIM listed. It is currently capitalised around £33.5 million. GTL has a new method for economically and efficiently converting gas to liquid petroleum products such as methane. The company plans to build plants globally and

is currently developing a large, one million tonne per annum methanol plant in Western Australia.

Resources Services (BVI) Limited (RSOL)

3.6 RSOL is also a management company and it has a long-term contract to manage Ocean Resources Capital Holdings plc ("Ocean Resources"). Ocean Resources is a resource investment company that listed on AIM on 28 February 2003 with an issue price of 50 pence. On 29 May 2003 it was trading at 65 pence with a market capitalisation of £51.14 million, however as at 31 August 2003, the share price had reduced to around 29 pence. The contract with Ocean Resources is for an initial 7 year period after which it can be terminated with 3 years notice. RSOL is entitled to an annual fee of 1.5% and a performance based incentive fee, both determined in a similar way to that of RSL.

Although Ocean Resources has occasionally taken an equity position in some companies, it focuses on companies with a current or near future cash flow. Most of the investments are in companies that are listed or aiming at listing.

It its Prospectus, Ocean Resources states that only £3.8 million of its funds is in straight equity with the balance being in debt instruments, which are either redeemable or convertible into holdings in the companies of 20% to 67%. We understand that over the past few months some of the convertible notes have been converted to equity.

Ocean Resources' four largest investments at May 2003 were:

Rheochem Limited 12.85%, an OFEX Australian company providing drilling $\mathbf{u}^{\dagger}$ services to the oil industry as well as providing mineral processing services, water and waste treatment and construction services.
$\mathbf{u}^{\dagger}$ Central African Mining 11.13%, which is intending to recommission the Rowan diamond mine in South Africa which has an estimated reserve of 10 million tonnes grading 9.6 carats per 100 tonnes.
Bralorne-Pioneer Gold Mines Ltd (gold loan) 11.11% which is listed on the Toronto Venture Exchange and capitalised around C\$7.5 million with an advanced stage gold project in British Columbia with an estimated resource of 3.4 million ounces.
AIM listed Archipelago Resources plc 8.9% which has three gold projects in South East Asia.

Future Directions of Newland

$4.1$ We have been advised by the directors and management of Newland that:
There are no proposals currently contemplated either whereby Newland will $\bullet$ acquire other property or assets from the Resource Vendors (other than the proposal pursuant to resolution 3) or where Newland would transfer any of its property or assets to the Resource Vendors;
The composition of the Board will not change in the immediate future although a $\bullet$ representative of West may be appointed at a late stage;

Newland will endeavour to add value to the investment in RSL and RSOL (and its other investments): and
No dividend policy has been set and it is not proposed to be set until such time as the Company is profitable and has a positive cash flow.

$5₁$ Basis of Valuation of Newland Shares

$5.1$ Shares
$5.1.1$ In considering the proposals outlined in resolution 3, we have sought to determine if the consideration payable by Newland to the Resource Vendors are fair and reasonable to the existing non-associated shareholders of Newland.
$5.1.2$ The offers pursuant to resolution 3 would be fair to the existing non-associated shareholders if the value of the assets (40% investment in RSL and RSOL) being acquired by Newland is greater than the implicit value of the shares and profit royalty being offered as consideration. Accordingly, we have sought to determine a value that could reasonably be placed on Newland shares for the purposes of this report.
$5.1.3$ The valuation methodologies we have considered in determining a theoretical value of a Newland share are:
Capitalise maintainable earnings/discounted cash flow:
Takeover bid the price at which an alternative acquirer might be willing to offer;
Adjusted net backing and windup value; and $\bullet$
The weighted average market price of Newland shares.
$5.2$ Capitalise maintainable earnings and discounted cash flows.
$5.2.1$ To 30 June 2003, Newland has not been profitable and has a negative cash flow from operations. Accumulated losses (unaudited to 30 June 2003) total approximately \$12.9 million. No forecasts or budgets have been prepared by Newlands for the period after 30 June 2003. We do not believe it relevant for the purposes of this report to attempt to assess a "technical" value of a Newland share based on capitalised maintainable earnings or discounted cash flows due to the negative outflow to date. The ordinary shares to be issued to the Resource Vendors shareholder will be booked in the ledger of Newland at market value (as quoted on the ASX) in accordance with Australian Accounting Standards.
5.3 Takeover Bid
$5.3.1$ It is possible that a potential bidder for Newland could purchase all or part of the existing shares, however no certainty can be attached to this occurrence.
$5.3.2$ To our knowledge, there are no current bids in the market place and the directors of Newland have formed the view that there is unlikely to be any takeover bids made for Newland in the immediate future. However, we note that Resource Vendors could

initially own a 49.10% interest in Newland if the proposal pursuant to resolution 3 was consummated. The ordinary shares to be issued to the Resource Vendors will be at the market value at the date of issue and not any theoretical value based on discounted cash flow (which is not reliable at this stage and is dependent upon the future cash flows from RSL and RSOL).

5.4 Net Asset Backing
We set out in paragraph 3.5 an adjusted unaudited consolidated Statement of Financial $5.4.1$ Position of Newland as at 30 June 2003.
$5.4.2$ Based on the book values, this equates to a value per fully paid ordinary share of approximately 3.5 cents (ignoring the value, if any, of non-booked tax benefits) and the potential increase in value of the existing 50% interest in RSL and RSOL).
$5.4.3$ We note that the market has been informed of all of the current projects and investments entered into by Newland by releasing various statements and notices to the ASX. We also note it is not the present intention of the directors of Newland to liquidate the Company and therefore any theoretical value based upon wind up value or even net book value (as adjusted), is just that, theoretical. The shareholders, existing and future, must acquire shares in Newland based on the market perceptions of what the market considers a Newland share to be worth.

We also note that there is an orderly market for Newland shares (albeit on reasonably low turnover) and the market is kept fully informed of the activities of the Company. Furthermore, for accounting purposes, the consideration for the issue of Newland ordinary shares to acquire a further 40% of RSL and RSOL will be booked at market value (in accordance with Australian Accounting Standards) and not any perceived technical value. Accordingly, for the reasons outlined above, we believe that for the purpose of this report, it is not appropriate to use any technical value of a Newland ordinary share in assessing whether the proposals pursuant to resolution 3 are fair and reasonable. We believe a market- based approach is a more suitable basis of assessing whether the proposals are fair and/or reasonable.

5.5 Weighted Average Market Price of Newland fully paid shares
We set out below a summary of the fully paid share prices of Newland over the six $5.5.1$ months to the date immediately prior to the announcement (22 April 2003) of the proposal to acquire a further 40% interest in RSL and RSOL.

2002	High Cents	Low Cents	Last Sale Cents	Volume Trade (000's)
October	3.5	2.5	3.5	564
November	3.5	3.5	3.5	22
December	5.0	3.5	4.0	114
2003
January	4.0	4.0	4.0
February	5.0	4.0	4.0	68
March	5.5	4.0	5.4	534
April (to $24^{\text{th}}$ )	3.1	2.1	2.1	274

The last sale price on 15 April 2003 (the last trade before the announcement of the proposal) was 2.1 cents. Since the announcement. Newland shares have traded in the 2.2 cents to 4.1 cents range (last sale 10 September 2003, 3.2 cents) (bid 3.2 ask 4.5 cents at 16 September 2003).

$5.5.2$ Generally, the market is a fair indicator of what a share is worth, however the theoretical technical value based on the underlying value of assets and liabilities may be lower or higher.

In the case of Newland, the monthly volume of trades on the ASX, although not high, is enough to argue that an orderly market exists for the Company's shares. The "market" arguably is fully informed of the Company's activities. It is our opinion appropriate to use a range of recent trading market values as fair values to attribute to the 76,000,000 ordinary shares to be issued to the Resource Vendors.

$5.5.3$ The future value of an Newland share will depend upon, inter alia:
The future success of the investments held by Newland, including the success of $\bullet$ proposed 90% interest in RSL and RSOL:
The state of Australian and overseas stock markets:
Membership of the Board:
General economic and environmental conditions: and
Liquidity of shares in Newland. $\bullet$
5.5.4 Using the last six months trade prices before the announcement, the value lies in the general range of 2.5 cents to 5.0 cents. As noted above, we are of the opinion that the market based approach is more appropriate to use for the purposes of this report.

6. Basis of Valuation RSL and RSOL

$6.1$ The usual approach to the valuation of an asset is to seek to determine what an informed, willing but not anxious buyer would pay to an informed, willing but not anxious seller in an open market.

6.2 Market Value

$6.2.1$ RSL and RSOL are unlisted private companies and accordingly, there has not been a liquid market trading in their shares that would give a reliable determination of the market price for the RSL and RSOL shares.

However, according to Mr W West, a recent verbal offer has been made by a third party to acquire the management rights owned by RSL and RSOL for 6,000,000 pound sterling (approximately \$15,000,000). Thus, a 40% interest equates to Aust \$6,000,000.

No written offer has been forthcoming as at 19 September 2003. Mr West has confirmed that it is not the current intention to sell the management rights to another party at this point of time.

6.3 Net Asset Backing/Fair Values
$6.3.1$ We have examined the unaudited Statements of Financial Position of RSL and RSOL as at 30 June 2003. Set out below are the unaudited statements of financial position of RSL and RSOL at that date converted to Australian dollars (originally in UK pound sterling).

	RSL	RSOL
	30 June 2003	30 June 2003
	\$'000's	\$'000's
Current Assets
Cash assets		4
Receivables	478	753
	478	757
Non Current Assets
Intangibles
Fixed Assets

Total Assets	478	757
Current Liabilities
Interest bearing liabilities	(4)
Payables	(464)	91
	(468)	91
Net Assets	10	666
Equity
Contributed equity	12
Accumulated losses	(2)	(667
Total Equity	10	666

6.3.2 We have relied on Newland undertaking the necessary due diligence to satisfy themselves on:
Ownership of RSL and RSOL; $\bullet$
No unrecorded liabilities in the books of RSL and RSOL; $\bullet$
Current legal directors of RSL and RSOL;

Ownership and interest of RSL and RSOL in management contracts;
Extent of debts due to and by other parties:
Other factors that may affect ultimate ownership of RSL and RSOL: and $\bullet$
The recovery of the receivables (mainly debts due by REIT and Ocean Resources and VAT).
6.3.3 We have been informed that all necessary due diligence has been completed to the best ability of the Newland directors. However, no guarantee can be given as to the longterm value of RSL and RSOL. This will depend upon many factors, including interalia:
$\bullet$ . Future commercial success, or otherwise of RSL's and RSOL's management contracts:
Foreign and Australian stock exchange markets;
Retention of management; and $\bullet$
Ouality of management
6.3.4 We have provided a range of market values of the interests in management rights as at 1 November 2003. We have ascribed a range of net present values to the management rights.

The Australian dollar equivalent, using one Australian dollar being equivalent to say 40 UK pence, results in a range of:

	RSL.	-RSOL	Total
	AUS \$000's	AUS \$000's	AUS \$000's
Low value	675.25	4.219.50	4.894.75
Preferred value	1,456.00	5.630.50	7,086.50
High value	1,870.00	6,636.75	8,506.75

6.3.5 There are no significant assets and liabilities not included in the management rights by us and therefore the above range of values, in effect, represent the range of values of RSL and RSOL themselves.
6.3.6 Therefore, a 40% interest in RSL and RSOL for the purpose of this report is assumed to lie in the range of:

	40% INTEREST
	RSL	RSOL	Total
	\$000's	S000's	SOOO's
Low	270.1	1,687.8	1,957.9
Preferred	582.4	2,257.2	2,834.6
High	748.0	2,654.7	3,402.7

For details on the basis of valuations of RSL and RSOL and other assumptions, refer Appendices B to E.

The valuations are highly dependant upon the future valuations of the investments under management. It is noted that for the year ended 30 June 2003, Newland received approximately \$1,105,000 from the RSL investment (excluded any return from RSOL as

RSOL only commenced commercial operations in March 2003). Newland currently holds a 50% interest in RSL. Part of the year ended 30 June 2003 result included a large performance fee earned by RSL under its management agreement to manage REIT.

Thus, it can be seen that the valuations ascribed by us to RSL and RSOL are subjective in nature and may not necessarily reflect the true value of the management rights of RSL and RSOL.

The value of the rights are heavily dependant upon:

Valuations of the investments under management $\bullet$
Whether performance fees are earned $\bullet$
Discount rate issued
UK/Australian exchange rates
Ability of REIT and Ocean Resources to pay the management rights to RSL and RSOL respectively.

Many of the investments held by REIT and Ocean Resources are in the mineral industry and can be very volatile in nature. Although it is expected by RSL/RSOL management that the investments under management will increase in value over time (and at a rate greater than we have used in our evaluations), no guarantee can be made that this will occur. The market may even go backwards.

$7.$ Value of Consideration

$7.1$ Using our range of values ascribed to the ordinary shares to be issued to the Resource Vendors, the consideration payable by Newland for a 40% interest in RSL and RSOL is as follows:

	Low	Preferred	High

76,000,000 ordinary shares	1,596,000	2,660,000	3,800,000

The low figure for the shares is 2.1 cents being the share price immediately before the announcement of the proposal to acquire the additional 40% in RSL and RSOL.

The preferred figure for the shares is 3.5 cents, being the net book asset banking per share for a Newland share as at 30 June 2003. Since 22 April 2003 and to 10 September 2003, the shares have traded in the 2.1 cents to 4.0 cents range. Thus, using a preferred 3.5 cents valuation is not unreasonable. The high figure for the shares is 5.0 cents, being the deemed issue price per the agreement with the Resource Vendors.

Combined Consolidated Statement of Financial Position 8.

$8.1$ We set out below a combined (consolidated) pro-forma Statement of Financial Position (unaudited) as at 30 June 2003 assuming:
(a) The acquisition of a further 40% of RSL and RSOL by way of the issue of 76,000,000 ordinary shares at a deemed total cost of \$2,660,000 (at preferred fair values):
(b) Accounting for the goodwill on consolidation of \$2,840,000 as interest in RSL/RSOL management rights (the goodwill will be amortised over a period of around 8 years);
(c) The expensing of the 40% acquisition costs (including the issue of shares to the Resource Vendors) estimated at \$50,000, and
(d) The assets and liabilities of RSL and RSOL as at 30 June 2003 are collected and paid out so that RSL and RSOL have no assets or liabilities at date of acquisition by Newland.

	Pro-forma un-audited Newland Consolidated 30 June 2003 \$'000's
Current Assets
Cash	275
Receivables	236
Total Current Assets	311
Non Current Assets
Intangibles	2,840
Investments	2,078
Total Non Current Assets	4,918
Total Assets	5,229
Current Liabilities
Other	7
Payables	39
Total Current Liabilities	46
Total Liabilities	46
Net Assets	5,183
Equity
Contributed equity	18,142
Accumulated losses	(12, 959)
Total Equity Attributable to the members of the parent
entity	5,183
Minority interest in subsidiaries
Total Equity	5,183

8.2 The number of fully paid ordinary shares on issue in Newland after the issue of shares to the Resource Vendors would be 154,777,571. This equates to a theoretical book value per Newland fully paid share (assuming 90% ownership of RSL and RSOL) of approximately 3.3 cents compared with a 30 June 2003 un-audited book value of a Newland share of 3.5 cents (with a carrying value for the 50% interest in RSL and RSOL at approximately \$180,000).
8.3 Using the low, high and preferred adjusted assessed values for RSL's and RSOL's interests in management rights on a going concern basis results in a theoretical technical fair value of a Newland share of between 2.77 cents and 3.7 cents, with a preferred technical fair value of 3.3 cents. This assumes 154,777,571 ordinary shares are on issue.

9. Fairness and Resolutions

$9.1$ The proposals pursuant to resolution 3 are believed fair to Newland's non-associated shareholders if the value of the consideration offered is equal to or less than the value of the 40% shareholding interest in RSL and RSOL being acquired.
$9.2$ Due to the nature of the business of Newland, RSL and RSOL's valuations are dependent upon the value placed on the management right interests of the companies. The valuation of management right interests and valuing future profitability and cash flows is extremely subjective as it involves assumptions regarding future events that are not capable of independent substantiation.
$9.3$ We have examined below the values attributable to the 40% of the ordinary shares in RSL and RSOL proposed to be acquired and the value of the consideration offered by Newland to the Resource Vendors:

Value of RSL/RSOL = 40%

	Low \$	Preferred S	High S
Assessed "value" based on assessed valuation of management right
interests	1,957,950	2,834,600	3,402,700

Value of consideration being offered
by Newland using a market based
approach
76 million ordinary shares	1,596,000	2,660,000	3,800,000

9.4 Newland, if RSL and RSOL meet or exceed expectations, will increase the cash inflows to the Company that can be used to expand the operations of Newland. Additional, if RSL and RSOL expectations are met, the share price of Newland should increase from the 10 September 2003 level of around 3.2 cents.
9.5 The net book asset backing per share changes from 3.5 cents to 3.3 cents (albeit mainly attributable to the intangible - management rights).

9.6 The merger brings to the expanded Newland an experienced and professional management team.
9.7 An expanded Newland may have the ability to more easily raise working capital if required.
9.8 The assessed valuations exclude the value of any performance fees that may be earned by RSL and RSOL. In a rising market, there is the possibility that the performance fees may be substantial.
9.9 The number of fully paid ordinary shares in Newland initially rises from 78,777,571 to 154,777,571 and the existing shareholder interests are diluted to 50,29%, albeit, having an interest in an expanded and hopefully more profitable Newland.
$9.10$ There is always a risk that RSL and RSOL will not perform to expectations and that, in the event that losses are incurred by RSL and RSOL or profits are not up to expectations, the cash flow to Newland may be significantly lower than expected and the share price of an ordinary share in Newland may fall.
9.11 Goodwill on consolidation of \$2,840,000 is created as a result of the acquisition of a further 40% interest in RSL and RSOL. Such intangibles will need to be amortised off over approximately 8 years and this will substantially reduce reported group profits (although it will not affect cash flow if expected profits/cash flows from RSL and RSOL are achieved). The amortisation each year will be approximately \$355,000
$9.12$ There will be a significant non-associated shareholding in Newland after the passing of resolution 3 and the Company will continue to have its shares quoted on the ASX. In addition, shareholders are not required to sell or dispose of their shares but are given the opportunity to retain a shareholding in a company (Newland) that is obtaining additional interests in management rights that, based on the assessed valuations, have excellent prospects.

10. Conclusion as to Fairness and Reasonableness

$10.1$ After taking into account the factors referred to in 9 above and elsewhere in this report and noting the potential risks, we are of the opinion that the proposals as outlined in resolution 3 may, on balance be considered fair and reasonable to the non-associated shareholders of Newland.

$11.$ Sources of Information

$11.1$ In making our assessment as to whether the proposals under resolution 3 are fair and reasonable, we have reviewed relevant published available information and other unpublished information of the Company, RSL and RSOL that is relevant to the current In addition, we have held discussions with the management of circumstances. Newland and West about the present and future operations of Newland, RSL and RSOL. Statements and opinions contained in this report are given in good faith but in the preparation of this report, we have relied in part on information provided by the directors and management of Newland.

11.2 Information we have received includes, but is not limited to:
Draft Notice of General Meeting of Shareholders of Newland and draft $\bullet$ Explanatory Memorandum To Shareholders prepared in September 2003;
$\bullet$ Discussions with management and directors of Newland and discussions with West:
Details of historical market trading of Newland ordinary fully paid shares recorded by ASX:
Shareholding details of Newland as supplied by the Company's share registry at $\bullet$ 31 August 2003;
Annual Report of Newland for the year ended 30 June 2002 (and the un-audited $\bullet$ financial shareholders of the Newland Group for the year ended 30 June 2003;
Announcements made by Newland to the ASX from 1 January 2002 to 18 $\bullet$ September 2003;
Various correspondence between Newland and the Resource Vendors relating to the proposed acquisition of 40% of RSL and RSOL;
The Agreement between Newland and the Resource Vendors to acquire 40% of the shares in RSL and RSOL;
Shareholding details of RSL and RSOL as at 31 August 2003 and proposed shareholdings upon consummation of resolution 1:
Forecasted cash flows and forecasted financials for RSL and RSOL;
Un-circulated broker report on Newland (assuming the 40% interest in RSL/RSOL is acquired).
Management service agreement between RSOL and Ocean Resources; $\bullet$
Management service agreement between RSL and RIT; $\bullet$
Un-audited management accounts of RSL and RSOL as at 30 June 2003; $\bullet$
List (un-audited) of investments held by Newland as a 30 June 2003; and $\bullet$
Share prices of Newland listed investments as at 30 June 2003;
$11.3$ Our report includes Appendices A to E attached to this report.

Yours faithfully STANTON PARTNERS CORPORATE PTY LTD

$g\nu\rightarrow 0$

J P Van Dieren Director

AUTHOR INDEPENDENCE AND INDEMNITY

This annexure forms part of and should be read in conjunction with the report of Stanton Partners Corporate Pty Ltd dated 19 September 2003, relating to resolution 3 outlined in the Notice of Meeting of Shareholders of Newland.

At the date of this report, Stanton Partners Corporate Pty Ltd does not have any interest in the outcome of the proposal. There are no relationships with Newland, RSL or RSOL other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stanton Partners Corporate Pty Ltd and the parties participating in the transaction detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated at \$16,000. The fee is payable regardless of the outcome. With the exception of that fee, neither Stanton Partners Corporate Pty Ltd or John P Van Dieren have received, nor will, or may they receive, any pecuniary or other benefits, whether directly or indirectly for or in connection with the making of this report.

Stanton Partners Corporate Pty Ltd does not hold any securities in Newland, RSL and RSOL. There are no pecuniary or other interests of Stanton Partners Corporate Pty Ltd that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stanton Partners Corporate Pty Ltd and Mr J Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice.

OUALIFICATIONS

We advise Stanton Partners Corporate Pty Ltd is the holder of an Investment Advisers Licence under the Corporations Law relating to advice and reporting on mergers, takeovers and acquisitions. Stanton Partners Corporate Pty Ltd has extensive experience in providing advice pertaining to mergers, acquisitions and strategic and financial planning for both listed and unlisted companies or businesses.

Mr John P Van Dieren, FCA, the person responsible for the preparation of this report, has extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuation and financial aspects thereof, including the fairness and reasonableness of the consideration offered. Mr Van Dieren also holds an Investment Advisers Licence relating to the provision of expert reports on mergers, takeovers and acquisitions.

The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report have qualifications and experience appropriate to the task they have performed.

DECLARATION

This report has been prepared at the request of the Directors of Newland in order to assist the shareholders of Newland to assess the merits of the proposals (resolution 3) to which this report relates. This report has been prepared for the benefit of Newland and those persons only who are entitled to receive a copy for the purposes of Section 611 (Item 7) of the Corporations Act and does not provide a general expression of Stanton Partners Corporate Pty Ltd's opinion as to the longer term value of Newland, or any of the investments held by Newland, RSL and RSOL. Stanton Partners Corporate Pty Ltd does not imply, and it should not be construed, that is has carried out any form of audit on the accounting or other records of Newland, RSL and RSOL. Neither the whole or any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stanton Partners Corporate Pty Ltd to the form and context in which it appears.

DISCLAIMER

This report has been prepared by Stanton Partners Corporate Pty Ltd with due care and diligence. However, except for those responsibilities, which by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stanton Partners Corporate Pty Ltd, Stanton Partners, its partners, employees or consultants for the preparation of this report.

DECLARATION AND INDEMNITY

Recognising that Stanton Partners Corporate Pty Ltd may rely on information provided by Newland, RSL and RSOL and its officers (save whether it would not be reasonable to rely on the information having regard to Stanton Partners Corporate Pty Ltd experience and qualifications). Newland has agreed:

a) To make no claim by it or its officers against Stanton Partners Corporate Pty Ltd to recover any loss or damage which Newland may suffer as a result of reasonable reliance by Stanton Partners Corporate Pty Ltd on the information provided by Newland, RSL and RSOL; and
(b) To indemnify Stanton Partners Corporate Pty Ltd against any claim arising (wholly or in part) from Newland or any of its officers providing Stanton Partners Corporate Pty Ltd any false or misleading information or in the failure of Newland or its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stanton Partners Corporate Pty Ltd.

A draft of this report was presented to Newland directors for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter.

RSL ASSUMPTIONS

Basis of Valuation

We believe that the most appropriate basis for valuing RSL is a discounted cash flow method. The reasons for this are as follows:

RSL's only asset is the management contract for Resources Investment Trust plc ("REIT")
RSL does not have a trading record
There are no directly comparable public companies
It required detailed assumptions and therefore can be adjusted to reflect individual variations in the agreed starting points.

Methodology

RSL has two income streams under the terms of the Management Services Agreement: a monthly fee paid at a fixed annual percentage of the value of REIT's fund; and a fee related to the performance of the net asset value of REIT. RSL also pays the costs associated with the daily management and administration of the fund. The contract is for an initial 10-year period and thereafter is terminable at six months' notice. It is assumed to have commenced on 1 January 2001.

The relevant parts of the Management Services Agreement are set out in Appendix C.

We have taken as a starting point the 31 August 2003 net assets of REIT and projected them forward to December 2010, on the basis of assumed annual growth rates. The net assets of REIT have been calculated by reference to the most recent announcement of net asset value per share and the current issued share capital. We have calculated the initial fund value by adding to the net asset value the convertible unsecured loan stock and the net liabilities reported in REIT's last published balance sheet. We have been provided with an estimate of operating costs by West and have accepted the estimates on face value. We have assumed a growth rate for annual expenses of 2% per annum. On the basis set out above, we have arrived at monthly net income projections to 31 December 2010. We have discounted these cash flows into present day money using a range of discount rates that should take account of the purchaser's cost of capital and risk analysis of the contract. The resulting range of net present values gives our valuation range.

Assumptions

.
Reference is a contractor

The assumptions used for the valuation in this document are as follows:

-ENLLIAL IYA V
NAV per share on 28 August 2003	104.76 pence
Number of shares on issue	20, 291, 442
Total net assets	£21,257,315
Add:
CULS	2,046,204
Net liabilities	1,329,909
Total fund value	24,633,488	(Approx Aus \$61.583 million)

Fund Growth

Au: NEW5451\2003-01 IER lh

We have carried out our projections on a range of assumed growth in the value of the REIT fund. The preferred rate of growth assumed is 6% per annum and the higher rate of growth assumed is 8.5% per annum. The low rate assures no growth in the value of the fund.

We have applied these growth rates constantly across the projection period. In reality, growth rates will fluctuate from one month to the next.

MONTHLY FEE

On fund value up to \$50 million	1.50 percent
On fund value above \$50 million	1.25 percent

Performance Fee

We have not taken account of performance fees in the valuation, as these are risk items and are not certain of receipt. For information only, we set out the basis of the performance fee calculation.

Calculated on the basis of net assets at the end of March and September each year.
Paid if net assets on the relevant date have grown in excess of an annual rate of 6% (Fee rate: $\bullet$ 20% of such excess).
Pavable only if the net assets at the relevant calculation date are greater than the net assets on the last occasion when a performance fee became payable.

Taxation

We have ignored taxation in the model. To compensate for this, the discount rate used should be assumed to be a pre-tax rate.

Discount rate

We believe that, given the uncertainties of long range forecasting, particularly when linked to the performance of quoted investments, a moderate to high discount rate is appropriate. In arriving at our valuation, we have used discount rates of 15% for the preferred valuation and a 20% discount rate for the high valuation. We have used 10% for the low valuation.

Net assets of RSL

The management accounts of RSL to 30 June 2003 show net assets of £4,243. It is assumed that, prior to acquisition the net assets will have been distributed to the shareholders.

Early termination

The valuation assumes that the contract with REIT runs until its $10^th$ anniversary. It does not assume that REIT terminates it. In the event that it did so, it is probable that RSL would not be paid compensation in full and negotiating compensation would incur costs which do not form part o the projections on which this valuation is based.

Availability of eash

It is assumed that REIT has enough cash throughout the period of the projections to pay RSL's fees as they fall due.

EXTRACT FROM MANAGEMENT SERVICES AGREEMENT

SCHEDIILE 1 - FEES

$\mathbf{I}$ . Fees and Expenses

$1.1$ RSL shall be entitled to receive from the Company ("REIT") the following fees (plus VAT if applicable) in respect of the services provided under this Agreement (including the services provided under the Consultancy Agreement);
Periodic Fee $1.1.1 -$

a Periodic Fee at the rate of

1.1.1.1 1.5 per cent per annum of that portion of the Fund Value up to $£50$ million: and thereafter
1.1.1.2 1.25 per cent per annum of that portion of the Fund Value about £50 million.
$1.1.2$ The Periodic Fee shall be calculated as at each Monthly Calculation Date in respect of the period beginning on the day following the last preceding Monthly Calculation Date and ending on that Monthly Calculation Date (the first Monthly Calculation Date being 31 December 2001 in respect of the period beginning on the Date of Admission and ending on 31 December 2001).

For this purpose:

"Monthly Calculation Date" means the last Business Day each month whilst this Agreement remains in force, and the Termination Date.

1.1.3 Performance Fee

In respect of each Calculation Date on which NAV exceeds Target NAV the Company ("REIT") shall, subject to paragraphs 1.6 and 1.7 below, pay to RSL a Performance Fee equal to the Performance Amount.

For these purposes:

"NAV" means for the purposes of this Schedule only, as at any Calculation Date, shareholders funds as at that date of the Company (on a non-consolidated basis) calculated in accordance with the Company's ("REIT") accounting policies as set out in its most recent audited accounts or as otherwise agreed between the Company ("REIT") and RSL.

(i) adjusted to take account of the deemed reinvestment at the close of business on the date on which the relevant dividend was paid by the Company ("REIT") of all distributions to shareholders paid by the Company ("REIT") (including amounts paid to shareholders pursuant to a repurchase of shares) since the preceding calculation date increased at a rate equivalent to 6 per cent per annum;

(ii) after deducting any revenue account item for the then current financial year of the Company ("REIT") but before deducting any accrual or making any provision in respect of the Performance Fee in respect of the period since the preceding Calculation Date;

"Calculation Date" means the Date of Admission, 31 March and 30 September in each year and the Termination Date or, if any such date is not a Business Day, the last preceding Business Day;

"the Performance Amount" means, as at any Calculation Date, an amount equal to 20 per cent of the amount by which NAV exceeds the Target Amount;

"Target NAV" means any Calculation Date the NAV at the preceding Calculation Date increased at a rate of 6 per cent per annum (compounded annually) from the preceding Calculation Date to the relevant Calculation Date:

Each Periodic Fee and Performance Fee shall, subject to paragraph 1.2 below, be $1.1.4$ paid as soon as practicable after the relevant Calculation Date, following receipt of an invoice therefore from RSL.
$1.2$ In the event of any dispute as to the Performance Fee payable in respect of any Calculation Date the opinion of the auditors for the time being of the Company ("REIT") acting as experts and not as arbitrators as to the amount payable shall be final and binding and the fees of such auditors shall be borne as they shall state in their opinion to be fair and reasonable.
$1.3$ The NAV for the purpose of calculating the fees which accrue on the Termination Date shall exclude the value of any Investments which are the subject of uncompleted sales but shall include the value of any investments which are represented by uncompleted purchases.
$1.4$ Where the Company ("REIT") raises additional capital by way of an issue of securities there shall be deducted from the Periodic Fee which accrues on the Monthly Calculation Date next following receipt by the Company ("REIT") of the net proceeds of such issue an amount equal to that proportion of 1.25 per cent of such net proceeds which the number of days from the immediately preceding Monthly Calculation Date to the date of such receipt bears to 365.
$1.5$ Where the Company ("REIT") raises additional capital by way of an issue of shares or buys back its own shares at a price which dilutes or enhances NAV then for the purpose of calculating Performance Fees, NAV as at the Calculation Date following such issue or buy back shall be adjusted in such manner as the Company ("REIT") and RSL shall agree to be fair and reasonable so as to exclude from the calculation of NAV as at that Calculation Date the dilution or enhancement of NAV resulting from such issue or buy back. In the even of a dispute between the Company ("REIT") and RSL a to what adjustment is fair and reasonable either party shall be entitled to require that the dispute be referred to the auditors for the time being of the Company ("REIT") (acting as experts and not as arbitrators) who shall be requested to advise what adjustment is in their opinion fair and reasonable to give effect to this paragraph. NAV as at that Calculation Date shall be adjusted asset out in the opinion of the auditors which shall be final and binding on the parties to this Agreement.

$1.6$ Any Performance Fee payable in respect of any actual or deemed Calculation Date shall be reduced to the extent that deduction of such fee from NAV on that would (taking account of irrecoverable VAT) in the absence of this proviso reduce NAV to an amount less than the amount of NAV as at the previous Calculation Date or to an amount equal to the net proceeds of the Placing and Offer.
$1.7$ No Performance Fee shall be payable in respect of any actual or deemed Calculation Date where the NAF of the Company ("REIT") on that date is less than the NAV of the Company ("REIT") on either Calculation Date after paying or providing for any Performance Fee payable in respect of such earlier Calculation Date.

RSOL ASSUMPTIONS

Rasis of valuation

We believe that the most appropriate basis for valuing RSOL is a discounted cash flow method. The reasons for this are as follows:

RSOL's only asset is the management contract for Ocean Resources Capital Holdings plc $\blacksquare$ ("Ocean Resources")
RSOL does not have a trading record
There are no directly comparable public companies
It requires detailed assumptions and therefore can be adjusted to reflect individual variations in the agreed starting points.

Methodology

RSOL has two income streams under the terms and the Management Services Agreement; a monthly fee paid at a fixed annual percentage of the value of Ocean Resources' fund; and a fee related to the performance of the share price of Ocean Resources. RSOL also pays the costs associated with the daily management and administration of the fund. The contract is for an initial seven year period and thereafter is terminable at three years notice. It is assumed to have commenced on 1 March 2003. The projections that we have prepared as the basis for valuing RSOL assume that the contract will generate 10 years of revenue.

The relevant parts of the Management Services Agreement are set out in Appendix 1.

We have taken as a starting point the 15 August 2003 net assets of Ocean Resources and projected them forward to February 2013, on the basis of assumed annual growth rates.

We have been provided with an estimate of operating costs by West and have accepted the estimate on face value. We have assumed a growth rate for annual expenses of 2% per annum.

On the basis set out above, we have arrived at monthly net income projection to 28 February 2013. We have discounted these cash flows into present day money using a range of discount rates that should take account of the purchaser's cost of capital and the risks associated with the contract. The resulting range of net present values gives our valuation range.

It is assumed that there are currently no net assets or liabilities in RSOL.

Assumptions

The assumptions used for the valuation of our report are as follows:

Initial NAV

NAV per share on 15 August 2003	$0.4707$ pence
Number of shares on issue	85,240,978
Total net assets	40,124,690
Add: Net liabilities	6,986,397
	£47,111,087

Fund Growth

We have carried out our projections on a range of assumed growth in the value of the Ocean Resources fund. The preferred rate of growth assumed is 6 per cent per annum and the higher rate of growth assumed is 8.5 per cent per annum. The low rate assumes no growth in the value of the fund.

We have applied these growth rates constantly across the projection period. In reality, growth rates will fluctuate from one month to the next.

Monthly fee

On fund value up to £50 million:	1.50 per cent
On fund value above £50 million:	1.25 per cent

Performance fee

We have not taken account of performance fees in the valuation, as these are risk items and are not certain of receipt. For information only, we set out the basis of the performance fee calculation.

Calculated on the basis of market value at the end of June and December each year.
Paid if market value on the relevant date has grown in excess of an annual rate of 6 per cent. Fee rate: 20 per cent of such excess.
Payable only if the market value at the relevant calculation date is greater than the net assets on the last occasion when a performance fee became payable.

Taxation

We have ignored taxation in the model. To compensate for this, the discount rate used should be assumed to be a pre-tax rate.

Discount rate

Net Assets of RSL

We have assumed that there are no net assets or liabilities in RSOL.

Early Termination

The valuation assumes that the contract with Ocean runs until its $10^th$ anniversary. It does not assume that Ocean terminates it. In the event that it did so, it is probable that RSOL would not be paid compensation in full and negotiating compensation would incur costs.

Availability of Cash

It is assumed that Ocean has enough cash throughout the period of the projections to pay RSOL's fees as they fall due.

EXTRACT FROM MANAGEMENT SERVICES AGREEMENT

FEES & EXPENSES

$\overline{1}$ . RS(BVI) (RSOL) shall be entitled to receive the Company (Ocean Resources) the following fees (plus VAT if applicable) in respect of the services provided under this agreement (including the services provided under the Consultancy Agreements);

$1.1$

$2^{\circ}$ The Periodic Fee
$2.1$ The Company shall pay the Periodic Fee at the rate of:
$2.1.1$ 1.5 per cent per annum of the Fund Value up to £50 million; and thereafter
$2.1.2$ 1.25 per cent per annum of the Fund Value above £50 million
$2.2$ The Periodic Fee shall be calculated as at each Monthly Calculation Date in respect of the period beginning on the day following the last preceding Monthly Calculation Date and ending on that Monthly Calculation Date, the first Monthly Calculation Date being the last day of the month in which the ordinary shares of 1p each in the capital of the Company were admitted to trading on AIM.

For this purpose:

"Monthly Calculation Date" means the last Business Day each month whilst this agreement remains in force, an the Termination Date.

"NAV" means for the purpose of this Schedule only, as at any Calculation Date, shareholders funds as at that date of the Company (Ocean Resources) (on a nonconsolidated basis) calculated in accordance with the Company's (Ocean Resources) accounting polices as set out on its most recent audited accounts or as otherwise agreed between the Company (Ocean Resources) and RS(BVI)(RSOL).

adjusted to take account of the deemed reinvestment at the close of business $\ddot{\Omega}$ on the date on which the relevant dividend was paid by the Company (Ocean Resources) of all distributions to shareholders paid by the Company (Ocean Resources) (including amounts paid to shareholders pursuant to a repurchase of shares (since the preceding calculation date increased at a rate equivalent to 6 per cent per annum;
after deducting any revenue account item for the then current financial year $(ii)$ of the Company (Ocean Resources) but before deducting any accrual or making any provision in respect of the Performance Fee in respect of the period since the preceding Calculation date:
$2.3$ The NAV for the purpose of calculating the fees which accrue on the Termination Date shall exclude the value of any Investments which are the subject of uncompleted sales but shall include the value of any investments which are represented by uncompleted purchases.

$2.4^{\circ}$ Where the Company (Ocean Resources) arises additional capital by way of an issue of securities there shall be deducted from the Periodic Fee which accrues on the Monthly Calculation Date next following receipt by the Company (Ocean Resources) of the net proceeds of such issue an amount equal to that proportion of 1.25 per cent of such net proceeds which the number of days from the immediately preceding Monthly Calculation Date to the date of such receipt bears to 365.
$2.5$ Where the Company (Ocean Resources) raises additional capital by way of an issue of shares or buys back its own shares at a price which dilutes or enhances NAV then for the purpose of calculating Performance Fees, NAV as at the Calculation Date following such issue or buy back shall be adjusted in such manner as the Company (Ocean Resources) and RS(BVI) (RSOL) shall agree to be fair and reasonable so as to exclude from the calculation of NAV as at that Calculation Date the dilution or enhancement of NAV resulting from such issue or buy back. In the even of a dispute between the Company (Ocean Resources) and RS(BVI) (RSOL) as to what adjustment is fair and reasonable either party shall be entitled to require that the dispute be referred to the auditors for the time being of the Company (Ocean Resources) (acting as experts and not as arbitrators) who shall be requested to advise what adjustment is in their opinion fair and reasonable to give effect to this paragraph. NAV as at that Calculation Date shall be adjusted asset out in the opinion of the auditors which shall be final and binding on the parties to this Agreement.

$\overline{3}$ . The Performance Fee

$3.1$ In respect of each Calculation Date on which the Market Value ("MV") exceeds the target MV ("Target MV") the Company (Ocean Resources) shall, subject to paragraphs 3.4 and 3.5 below, pay to RS(BVI) (RSOL) a performance fee equal to the Performance Amount.
$3.2$ For these purposes:

"Calculation Date" means 30 June and 31 December in each year and the Termination Date or, if any such date is not a Business Day, the last preceding Business Day;

"the Performance Amount" means, as at any Calculation Date, an amount equal to 20 per cent of the amount by which NV exceeds the Target Amount;

"Target MV" means at any Calculation Date the MV at the preceding Calculation Date increased at a rate of $6$ (six) per cent per annum (compounded annually) from the preceding Calculation Date to the relevant Calculation Date;

$3.3$ Market Value ("MV") is the middle market price as derived from the Official List of the London Stock Exchange at the close of business on the Calculation Date.

For the purpose of establishing the Performance Fee, the Market Value shall be multiplied by the weighted average of number of Ordinary Shares in issue during the three months ending on the Calculation Date. The Performance Fee amount means that at any Calculation Date an amount equal to 20 per cent of the amount by which the MV exceeds the target amount. For the purpose of calculating the Performance Fee, the weighted average of shares in issue on the Calculation Date shall be deemed for the purpose of the calculation to be the weighted average of the shares in issue at the preceding Calculation Date.

$3.4$ Any Performance Fee payable in respect of any actual or deemed Calculation Date shall be reduced to the extent that deduction of such fee from MV on that date would (taking account of irrecoverable VAT) in the absence of this proviso reduce NAV to an amount

less than the amount of MV as at the previous Calculation Date or to an amount equal to the net proceeds of the proceeds of the Placing and Offer.

$3.5$ No Performance Fee shall be payable in respect of any actual or deemed Calculation Date where the MV of the Company (Ocean Resources) on that date is less than the MV of the Company (Ocean Resources) on any earlier Calculation Date after paying or providing of any Performance Fee payable in respect of such earlier Calculation Date.
3.6 In the event of any dispute as to the Performance Fee payable in respect of any Calculation Date the opinion of the auditors for the time being of the Company (Ocean Resources) acting as experts and not as arbitrators as to the amount payable shall be final and binding and the fees of such auditors shall be borne as they shall state in their opinion to be fair and reasonable.
$3.6.1$ Each Periodic Fee and Performance Fee shall, be payable on 30 June and 31 December in each year after the relevant Calculation Date, following receipt of an invoice therefore from RS(BVI) (RSOL) Expenses.

RS(BVI) (RSOL) shall be entitled to be reimbursed on invoice all travelling, hotel and other expenses (plus VAT [if applicable]) properly incurred in the performance of its duties under this agreement.

Newland Resources Limited

ABN 13 009 092 068

PROXY FORM

(within Australia) (08) 9227 1186 (outside Australia) +61 8 9227 1186

Enguiries

Name and address of member or joint members

Appointment of proxy

I/We, being a member/s of the Company and entitled to attend and vote, appoint

or failing that person or, if no person is named, the Chairman of the meeting to attend, act generally and vote as directed below, or, if no directions are given, as the proxy or the Chairman sees fit, at the annual general meeting of the Company to be held on Monday 24 November 2003 at 11 am, and at any adjournment.

Appointing a second proxy

If appointing a second proxy, state the percentage of your voting rights applicable to the proxy appointed by this form.

$\%$

Name of proxy (please print)

Voting directions to your proxy - please mark to indicate your directions
Business
Resolution		For	Against	Abstain*
1.	To receive the financial statements
$\overline{2}$ .	To re-elect Mr P L Munachen as a director
З.	Issue of Shares
* If you mark the Abstain box, you are directing your proxy not to yote on the resolution on a show of

If you mark the Abstain box, you are directing your proxy not to vote on the resolution on a show.
hands or on a poll and your shares will not be counted in computing the required majority on a poll.

If you appoint the Chairman of the meeting as your proxy, and you do not direct him how to vote on the resolution, the Chairman will vote in favour of the resolution.

If you appoint the Chairman of the meeting as your proxy and you do not wish to direct the Chairman how to vote in relation to the resolution, please mark in the box.

By marking this box, you acknowledge that the Chairman may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy will be disregarded because of that interest.

If you do not direct the Chairman how to vote and do not place a mark in this box any votes cast by the Chairman as your proxy in relation to the resolution will, if the Chairman has an interest in the outcome, be disregarded.

Signatures of individual member, joint individual member, attorney or company member

Member, Attorney or loint Member

Sole director and sole company secretary	Director	Director/Company secretary (delete one)
Contact name	Contact daytime telephone	Date

Instructions for completion of Proxy Form

Appointment of proxy

If you are entitled to vote at the meeting you have a right to appoint a proxy and should use this Proxy Form. The proxy need not be a member of the Company.

If you wish to appoint someone other than the Chairman of the meeting as your proxy, please write the name of that person in the appropriate box. Members cannot appoint themselves. If you leave the box blank, or your named proxy does not attend the meeting, the Chairman of the meeting will be your proxy and vote on your behalf.

Your proxy's authority to speak and vote for you at the meeting is suspended if you are present at the meeting.

Voting directions to your proxy

You may direct your proxy how to vote by marking in 1 of the 3 boxes opposite the resolution. All your votes will be cast in accordance with your direction, unless you indicate only a portion of votes are to be cast on the resolution by inserting the percentage of your voting rights applicable to the proxy appointed by this Proxy Form in the appropriate box. If you do not mark any of the boxes relating to the resolution, your proxy will vote as he or she chooses. If you mark more than 1 box relating to the resolution any vote by your proxy on that resolution will be invalid.

Appointing a second proxy

If you are entitled to cast 2 or more votes you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company on +61 8 9227 1186, or you may copy this form. Both Proxy Forms should be lodged together.

If you appoint 2 proxies and the appointment does not specify the proportion or number of your votes each proxy may exercise, half of the votes (ignoring fractions).

If you appoint 2 proxies, neither proxy will have a right to vote on a show of hands.

If you appoint another member as your proxy, that person will have only 1 vote on a show of hands and does not have to vote on a show of hands in accordance with any direction by you.

Signing instructions

This Proxy Form must be signed and dated by the member or the member's attorney. Any joint member may sign.

If this form is signed by an attorney and you have not previously lodged the power of attorney with Advanced Share Registry Services or the Company for notation, please attach a certified copy of the power of attorney to this form when you return it.

If the member is a company that has a sole director or a sole director who is also the sole company secretary, this form must be signed by that person. Otherwise, this form must be signed by 2 directors or 1 director and a company secretary. Please indicate the office held by signing in the appropriate place.

Lodgement of Proxy Form

Proxy Forms and the original or a certified copy of the power of attorney (if the Proxy Form is signed by an attorney) must be received at the Company's registered office, 129 Edward Street, Perth WA 6000, or by facsimile to the Company on +61 8 9227 8178 not later than 11am (Perth time) on Thursday 20- November 2003.

Documents received after that time will not be valid for the scheduled meeting.

AI assistant

SPARC TECHNOLOGIES LIMITED — AGM Information 2003

65846_rns_2003-10-20_a5a5f6f6-4c43-4c5c-b676-c8a55df1403d.pdf

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

Newland Resources Ltd

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Newland Resources Limited

Acquisition of Interests in Resources Services Limited and Resources Services (BVI) Limited

Newland Resources Limited

ABN 13 009 092 068

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

1. Accounts

2 Directors

SPECIAL BUSINESS

3. Issue Of Shares

EXPLANATORY STATEMENT

VOTING ENTITLEMENTS

EXPLANATORY STATEMENT

$11$ INTRODUCTION

$\overline{2}$ . THE ACQUISITION

$2.1$ Overview of the Acquisition

22 Overview of RSL and RSOL

2.3 Rationale for the Acquisition

2.4 Key Benefits Expected from the Acquisition

$2.5$ Risks and Potential Disadvantages of the Acquisition

$\overline{3}$ APPROVAL OF ISSUE

3.1 Additional Information in relation to the Acquisition and Issue

$3.2$ Interests of Mr West, Endstone and Letromark in the Company

3.3 Voting power of Mr West, Endstone and Letromark

3.4 Mr West's Intentions in Relation to the Company

3.5 Are there any other contracts or arrangements that are connected with the Acquisition?

3.6 Directors' interests

37 Directors' Recommendation

Section 611, Item 7 of the Corporations Act Disclosure 3.8

3.9 Listing Rule Disclosure

GLOSSARY

STANTON PARTNERS CORPORATE PTY LTD

$11$ Introduction

$2.$ Implications of the Proposals

$3.$ Corporate History and Nature of Business

NEWLAND

Current Liabilities

Resources Services Limited

Resources Services (BVI) Limited (RSOL)

Future Directions of Newland

$51$ Basis of Valuation of Newland Shares

6. Basis of Valuation RSL and RSOL

6.2 Market Value

$7.$ Value of Consideration

Combined Consolidated Statement of Financial Position 8.

9. Fairness and Resolutions

10. Conclusion as to Fairness and Reasonableness

$11.$ Sources of Information

AUTHOR INDEPENDENCE AND INDEMNITY

OUALIFICATIONS

DECLARATION

DISCLAIMER

DECLARATION AND INDEMNITY

RSL ASSUMPTIONS

Basis of Valuation

Methodology

Assumptions

Fund Growth

MONTHLY FEE

Performance Fee

Taxation

Discount rate

Net assets of RSL

Early termination

Availability of eash

EXTRACT FROM MANAGEMENT SERVICES AGREEMENT

SCHEDIILE 1 - FEES

$\mathbf{I}$ . Fees and Expenses

RSOL ASSUMPTIONS

Rasis of valuation

Methodology

Assumptions

Initial NAV

Fund Growth

SPARC TECHNOLOGIES LIMITED AGM Information 2003

$1₁$ INTRODUCTION

$1¹$ Introduction

$5₁$ Basis of Valuation of Newland Shares