ST BARBARA LIMITED — Proxy Solicitation & Information Statement 2004

Jun 10, 2004

ASX SHAREHOLDERS REPORT

Enquiries regarding this report may be directed to:

Stephen W. Miller Executive Chairman Telephone $(08)$ 9476 5555 Overseas +61 8 9476 5555 $or$ Colin G. Jackson Investor Relations Telephone 0417 929 107

St Barbara Mines Limited ACN 009 165 066 Level 2, 16 Ord Street West Perth Western Australia 6005 Telephone (08) 9476 5555 Overseas +61 8 9476 5555

Dollar values in this report are Australian dollars unless otherwise stated.

Notice of General Meeting

Attached is a copy of the Notice of General Meeting being despatched to shareholders today.

Lee Boyd Company Secretary

11 June 2004

ST BARBARA MINES LIMITED ACN 009 165 066

NOTICE OF GENERAL MEETING

Date of General Meeting: 20 July 2004
Time of General Meeting: 10.00am (WST)
Place of General Meeting: Conference Suite
	Level 8
	Exchange Plaza
	2 The Esplanade
	Perth, Western Australia

ST BARBARA MINES LIMITED

ACN 009 165 066

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of members of St Barbara Mines Limited ("Company") will be held at Conference Suite, Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia at 10.00am (WST) on 20 July 2004 ("General Meeting").

The Explanatory Memorandum to this Notice of General Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and Proxy Form constitute part of this Notice of General Meeting.

The directors have determined that the persons eligible to vote at the General Meeting are those who are registered as members of the Company at 10.00 am (WST) on 18 July 2004.

AGENDA

$\mathbf 1$ Resolution 1

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

"That, Mr E Eshuys, having consented to act, be elected a director of St Barbara Mines Limited, with immediate effect."

Resolution 2 $2.$

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

"That, subject to the passing of Resolution 1, Mr C Wise, having consented to act, be elected a director of St Barbara Mines Limited, with immediate effect."

Resolution 3 $\overline{3}$ .

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

"That Mr S Penrose, having consented to act, be elected a director of St Barbara Mines Limited, with immediate effect."

Resolution 4 4.

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

"That, in accordance with the Constitution of St Barbara Mines Limited, Mr SW Miller be removed as a director of St Barbara Mines Limited, with immediate effect."

Resolution 5 5.

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

"That, in accordance with the Constitution of St Barbara Mines Limited, Mr K Dundo be removed as a director of St Barbara Mines Limited, with immediate effect."

6. Resolution 6

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

"That, in accordance with the Constitution of St Barbara Mines Limited, Mr H Tuten be removed as a director of St Barbara Mines Limited, with immediate effect."

Resolution 7 $\overline{7}$ .

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

"That, in accordance with the Constitution of St Barbara Mines Limited, Mr M Wheatley be removed as a director of St Barbara Mines Limited, with immediate effect."

Resolution 8 8.

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

"That, subject to the passing of any or all of Resolutions 1 and 2, each person (if any) appointed as a director of St Barbara Mines Limited between 23 May 2004 and the time of commencement of this General Meeting (other than Mr E Eshuys and Mr C Wise) be removed as a director of St Barbara Mines Limited."

Dated the 9th day of June 2004 By Order of the Board

Mr Lee Boyd Company Secretary

ST BARBARA MINES LIMITED

ACN 009 165 066

EXPLANATORY MEMORANDUM

Introduction 1.

This Explanatory Memorandum has been prepared for the information of members of the Company in connection with the business to be conducted at the General Meeting to be held at Conference Suite, Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia at 10.00am (WST) on 20 July 2004.

Removal and appointment of directors $21$

On 24 May 2004 Resource Capital Fund II L.P. ("RCF"), in accordance with section 249D(1)(a) of the Corporations Act 2001 (Cth) ("Act"), requested the directors to call, arrange and hold a general meeting of the Company to consider resolutions to remove as directors Messrs S W Miller and K A Dundo and appoint as directors Messrs E Eshuys and C Wise (being nominated by RCF). The General Meeting has been called pursuant to RCF's request.

On 27 May 2004 Mr Miller, in accordance with section 249CA(1) of the Act and Article 5.1(b) of the Constitution, advised that he was going to call a general meeting of the Company to consider resolutions to remove as directors Messrs H Tuten and M Wheatley and appoint as a director Mr S Penrose (being nominated by Mr Miller).

RCF and Mr Miller have given the Company notices of their intentions to move resolutions to remove directors in accordance with section 203D(2) of the Act.

The purpose of the General Meeting is to satisfy the requests and consider the resolutions that RCF and Mr Miller intend to move as referred to in the preceding paragraphs.

Only Messrs S W Miller, K A Dundo and H Tuten have exercised their right in section 203D(4) of the Act to put their case to members by way of a written statement.

RCF also requested the Company, in accordance with section 249P of the Act, to give all members of the Company a statement provided by RCF about the resolutions being and any other matter that canbe properly considered at the General Meeting.

Statements $3.$

Annexed to this Explanatory Memorandum are statements by Mr S W Miller, RCF and Messrs K A Dundo and H Tuten.

These statements were prepared by their respective authors (i.e. not the Company) who have each represented to the Company that their statement is not false or misleading in any material particular and does not omit any matter which renders it misleading in a material aspect.

The Company makes no comment on any of the statements and whether or not they individually or collectively give all the information necessary to enable members to determine how to vote on all of the resolutions referred to in this Notice of General Meeting.

If members do not understand this Notice of General Meeting or any part thereof they should contact their stockbroker, lawyer, accountant or financial or other professional adviser without delay.

STATEMENTS

STEPHEN W. MILLER LEVEL 2, 16 ORD STREET WEST PERTH WA 6005 TELEPHONE: +61 (08) 9476 5555 FAX: (08) 9226 1853

8 June 2004

Dear Shareholder,

I write to set the record straight in respect to assertions made by Resource Capital Funds II LP ("RCF") of Denver USA. The four key issues shareholders need to understand are:

• The move by RCF is an opportunistic grab for control.
• Outstanding progress has been achieved in the last six months to improve the value of St Barbara.
• RCF is aware of confidential information in relation to business proposals. They want to deny shareholders the opportunity to consider the information which could have significant benefits for all shareholders.
• St Barbara is on the verge of realising a great opportunity. It is critical the leadership team remains intact in order for momentum to continue.

Following is a summary of key claims made by RCF in recent times and the specific fact(s) relating to those claims:

RCF claim:	RCF would have St Barbara shareholders believe that RCF has notendorsed current St Barbara company direction and operating policyand that St Barbara has underperformed as a direct result of thatdirection and operating policy.
Fact:	RCF has been represented on the board of St Barbara byHank Tuten (the executive chairman of RCF) continuously sinceits involvement with St Barbara, and by James McClements(managing director of RCF) up to July 2003 when he retired.
Fact:	The strategies and decisions taken by the executive managementteam have been endorsed by RCF and, in particular, byMessrs Tuten and McClements.
RCF claim:	They purchased shares through the market at two year highs.
Fact:	RCF, to my knowledge, has never purchased St Barbara sharesthrough the market but rather received share issues pursuant toits financing facility. Further it has not exercised any of the freeoptions it received through the facility.

RCF claim:	There needs to be changes to St Barbara's management.
Fact:	RCF invested in St Barbara based on a corporate strategydeveloped by your executive AND on the deal flow that it couldbring to the table. That strategy has been implemented and thedeal flow realised.
Fact:	Now that we are in sight of realising on that substantialcorporate strategy, RCF does not want St Barbara shareholdersto be part of a robust international gold company that will enjoythe benefits of a share price that trades with a significant goldpremium, an attribute of international gold stocks.

What shareholders don't know

RCF failed to adequately support St Barbara in the Defiance deal Fact: last year (announced January 2003). RCF was the largest shareholder of Geomaque Explorations Ltd Fact: (now Defiance Mining Corporation). It got what it wanted recovery of debt funding in Geomaque and access to a gold project - now 2 million ounces and brought to the table by your executive management.

What you need to know

Fact:	As a consequence of being left behind in the Defiance deal,
	funding of the ongoing development of St Barbara's portfolio
	of assets (Paddys Flat project, Paulsens gold project and regionalexploration programmes) was significantly compromised.
Fact:	The management team has overcome that considerable setback,and has repositioned St Barbara to move forward.

Recent Performance

The results achieved in the last twelve months (since St Barbara was stranded on the Defiance deal) can be summarised as follows:

Project	Results for shareholders
Recapitalisation of Taipan(now NuStar Mining Corporation)	$27 million added to St Barbara'swbalance sheet
	project fully funded into productionп
	avoided further dilution
Development plan for Paddys Flat	mine plan development for 100,000 ouncesper annum
Increase in resources	over the last twelve months 1.3 million۰ounces added to resource base
	discovered and identified six new areas$\blacksquare$of mineralisation which have the potentialfor hosting in excess of 2 million ouncesof gold resource
	substantial debt reduction and balance۰sheet improvement
Exploration joint ventures	generated four joint ventures on$\blacksquare$exploration portfolio - $20 million overfive years. $4 million per annum to bespent on regional exploration

RCF Nominees

In a period of significant activity in the junior mining and exploration sector where competent and experienced mining industry professionals are fully employed, RCF's nominees to the board of St Barbara (Ed Eshuys and Colin Wise) are not running other companies. Why was Ed Eshuys overwhelmingly removed by shareholders from his position at Acclaim Exploration NL a year after he was appointed?

Summary

At the upcoming general meeting of shareholders, you will be asked to vote on RCF's nomination of Messrs Ed Eshuys and Colin Wise to the board of St Barbara. The outcome of this vote could result in your board having four out of four RCF nominees, which in my view does not represent the best outcome for St Barbara and its shareholders.

RCF should reconsider its position and support the executive team that has in the last six months and without recourse to equity raisings from shareholders:

• delivered the Paulsens project (through NuStar Mining Corporation)
• financed the huge Meekatharra landbank and resource inventory increase
• acquired and expanded the Paddys Flat resource.

It is your executive team that has the vision and has worked to generate the value opportunities for all shareholders. RCF wants to deny you that opportunity. Take action and vote against RCF and vote for your independence.

I remain committed to achieving the stated objectives of St Barbara and to delivering the best possible outcome for all shareholders. If you would like to discuss the content of this letter, please contact me directly on +61 (0)8 9476 5555.

Yours sincerely,

Stepken W. Miller

Resource Capital Pund H L.P. 1400 Sixteenth Street Safter 200 Genner, CO 89202 USA

Felephone: 720-946-1444 Faccimile: 720-946-1450 c-mail: www.resourceaphalfunds.com

Reasons for RCF resolutions

$\mathbf{I}$ St Barbara (SBM) has been one of Australia's worst performing gold producers over the past 2 years

The SBM share price has fallen over 80% from its close of 28.5 cents on 6 Feb 2002 to its closing price of 4.3 cents on 21 May 2004, the last trading day before the RCF meeting request was announced to the Australian Stock Exchange. That was after reaching an end of day 52 week low of 3.6 cents on 13 May 2003. St Barbara's share price performance is shown graphically in Figure 1.1 compared to the AGC/Macquarie Gold Index. The AGC/Macquarie Gold Index is calculated from the weighted market capitalisation of certain stocks each of which broadly meets these criteria:

• 1. it is an Australian based gold producer; and
• $\overline{2}$ . it has its primary listing on ASX; and
• 1. it has a market capitalisation of $+A$50$ million; or
• 1. it has sustainable production in excess of 50,000oz gold per annum.

Figure $1.1 - St$ Barbara share price over the last 2 years

$2)$ St Barbara has delivered consistently poor financial performance

St Barbara has not only been the worst sharemarket performer of undiversified Australian listed gold producers during this period, but has also delivered consistently poor financial results over the last three years. Table 1.2 summarises the poor performance.

Period	Year ending30 Jun 2001	Year ending30 Jun 2002	Year ending30 Jun 2003	6 monthsending31 Dec 2003
Gold production (ounces)	147.063	103,246	96,611	27.936
Revenue from the sale of gold	$71.2m	$54.5m	$56.1m	$16.7m
Revenue from non-operatingactivities *	$17.3m	$32.0m	$1.5m	$6.4m
Total revenue from ordinaryactivities	$88.5m	$86.5m	$57.6m	$23.1m
Net profit/(loss) attributable tomembers	$9.4m	(S17.9m)	(S32.7m)	$($ $6.8m)
Net profit/(loss) per ounce goldproduced	$64	(S173)	(S339)	(S244)
(Accumulated losses)/retainedprofits	$40.9m$	$($ $58.8m $)$	(S91.5m)	($98.3m)

Table 1.2 – St Barbara financial summary

* includes proceeds from the sale of investments, tenements, property, plant and equipment

$3)$ RCF considers Mr Miller's conflicts of interests prevent him from consistently acting in your interests

In addition to his executive roles with St Barbara and its subsidiary NuStar Mining Corporation, Mr Miller is also chairman of Strata Mining Corporation Limited and is a non-executive director of Defiance Mining Corporation.

Strata and Defiance are in the same industry as St Barbara and compete for the same opportunities and projects.

Strata has purchased assets in the last two years that RCF would have liked St Barbara shareholders to have had the opportunity to consider for purchase. This conflict was recently re-emphasized on 1 June 2004 when Strata announced that it had acquired a 50% interest in gold assets in the Tennant Creek area. Not only is this Strata acquisition right in St Barbara's back yard, it is in St Barbara's commodity area of focus. RCF considers these types of conflicts to be untenable.

In addition to these conflicts, these multiple responsibilities take Mr Miller's time and focus away from St Barbara.

RCF has lost confidence in Mr Miller's ability to deliver 4)

Mr Miller has consistently failed to fulfil promises and commitments:

a) Paulsens Development Timetable and Funding

In September 2001, Mr Miller promised shareholders that Paulsens would commence gold production in June 2002. We are now at June 2004 and a production timetable remains to be finalised.

b) St Barbara Growth Plans and Strategy

Mr Miller has made ambitious statements about the growth plans and strategy for St Barbara, yet has failed to deliver significant acquisitions or growth opportunities into the Company.

$c$ ) Meekatharra operations

Meekatharra has had several operational failures. The following table illustrates St Barbara's poor performance against short term production forecasts. In each case, the forecast was made by Mr Miller or his staff after the commencement of the relevant production period.

		Comparison of Performance against Short Term Forecasts for ounces ofgold produced
Period	Forecast	Actual	Actual versusForecast
2001/2002	140,000	103,246	26% below
2002/2003	129,057	96.611	$25%$ below
2003/2004	$1st$ 8 months 40,000full year $60,000$	$1st$ 9 months 32,956	27% below(on a per month basis)

SBM pays Mr Miller an above average salary for below average 5) performance

In the year ended 30 June 2003, Mr Miller's total remuneration from St Barbara was $550,069.

In January 2004, Mr Miller's salary was listed in a Western Australian newspaper in conjunction with other highly paid CEO's of Western Australian based companies. St Barbara had the smallest market capitalisation of all 22 companies on the list ($38.5 million versus an average of $550 million and a high of $1.3 billion for the 11 mining companies on the list). Compared with the previous year's salary, Mr Miller received the fourth largest pay rise (108% - more than twice the average of the mining companies on the list) despite St Barbara having the greatest fall in share price (-80%) of all companies on the list. St Barbara was also the only mining company listed which did not make a profit for the year (loss of $32.7 million).

Mr Dundo is a close business colleague of Mr Miller 6)

Mr Dundo shares many of Mr Miller's conflicts, sits on a number of company boards with him and his SBM board tenure coincides with the significant decrease in SBM shareholder value.

RCF has two nominees on the St Barbara board, Hank Tuten and Mark Wheatley. RCF believe that they have done a good job for shareholders as directors in difficult circumstances, but are not the management of the company who ultimately bear responsibility for performance. While Mr. Tuten is a non-executive partner in the RCF group, and RCF nominated Mr. Wheatley as a highly regarded independent director, both have been deliberately excluded from any discussions regarding the action that RCF has taken, as an investor, in seeking the removal of Messrs Miller and Dundo.

For all of these reasons, we invite you to join us in revitalising St Barbara by removing Messrs Miller and Dundo.

Signed for Resource Capital Fund II L.P. By Resource Capital Associates II L.P., General Partner By RCA II GP Limited, General Partner By:

forman Millamant

James McClements Senior Partner

KEVIN DUNDO LEVEL 4, 105 ST GEORGE'S TERRACE PERTH WA 6000 TELEPHONE +61 8 9486 8111 / FACSIMILE: +61 8 9322 9944

8 June 2004

Dear St Barbara shareholder.

A meeting of shareholders has been convened, at which shareholders will be asked to vote for the removal of current board members and the appointment of new directors to the Company.

I joined the board of St Barbara Mines as a non-executive director on 26 March 2002. the same day that Henderson (Hank) G Tuten, one of the Resource Capital Fund LLP ("RCF") nominees was appointed to the board as a non-executive director. In December 2003, a further RCF nominee, Mr Mark Wheatley, was appointed as a non-executive director following the RCF debt to equity conversion approved by St Barbara shareholders late last year.

Throughout the period that I have been a non-executive director, RCF has had at least one nominee on the St Barbara board and that nominee (or nominees) endorsed the strategies adopted by the Company since March 2002.

As part of the debt to equity conversion, it was agreed that the board of St Barbara would be reconstructed to increase the board to 5 members, one of which would serve as an independent non-executive chairman, such appointment to be "mutually acceptable to the Company's management and RCFII (acting reasonably)". A number of candidates have been considered for the non-executive chairman position and this process was continuing at the time RCF requisitioned a meeting of shareholders. In April 2004, Mr James McClements, RCF senior partner, put forward Mr Ed Eshuys as a candidate for the non-executive chairman position. No member of the board informed me that they supported that appointment. RCF now seeks to have Mr Eshuys appointed together with Mr Colin Wise who has never previously been suggested by RCF as a possible appointee to the St Barbara board.

It came as a surprise to me that RCF moved to requisition the removal of those members of the board who were not RCF nominees and seek the appointment of Mr Eshuys and Mr Wise. No prior notice of the requisition was provided to either Mr Miller or me. In fact, Messrs Tuten and Wheatley, the RCF nominees, have told me that they were also not aware of the action taken by RCF until the RCF press release on 23 May 2004.

I believe that the RCF requisition seeks to circumvent what was otherwise agreed between St Barbara and RCF at the time of the debt to equity conversion.

St Barbara shareholder	8 June 2004

In my view, the board has worked well together and has implemented strategies that have enabled St Barbara to meet challenging times and establish a platform for future growth.

I now urge shareholders to support the current board members and to allow that board to complete its task (consistent with good corporate governance) of appointing an independent non-executive chairman and building on the strategies aimed at increasing shareholder value.

I ask that you complete your proxy form as set out below and return it to the Company as soon as possible.

		For	Against	Abstain
	Resolution 1 Election of Mr E Eshuys
Resolution 2	Election of Mr C Wise
Resolution 3	Election of Mr S Penrose			$\bowtie$
Resolution 4	Removal of Mr SW Miller		$\bowtie$
	Resolution 5 Removal of Mr K Dundo
Resolution 6	Removal of Mr H Tuten		$\mathsf{X}% {T}=\mathsf{X}{T}!\left( a,b\right) ,\ \mathsf{X}{T}=\mathsf{X}{T}!\left( a,b\right) ,\ \mathsf{X}{T}=\mathsf{X}{T}!\left( a,b\right) ,\ \mathsf{X}{T}=\mathsf{X}{T}!\left( a,b\right) ,\ \mathsf{X}{T}=\mathsf{X}{T}!\left( a,b\right) ,\ \mathsf{X}{T}=\mathsf{X}{T}!\left( a,b\right) ,\ \mathsf{X}{T}=\mathsf{X}{T}!\left( a,b\right) ,\ \mathsf{X}{T}=\mathsf{X}{T}!\left( a,b\right) ,\ \mathsf{X}_{T}=\math$
Resolution 7	Removal of Mr M Wheatley
Resolution 8	Removal of other directors (if any)

Yours faithfully,

KEVIN DUNDO

Henderson G. Tuten 8180 Greensboro Drive, Suite 1150 McLean, Virginia 22102

June 9, 2004

The Shareholders St. Barbara Mines Limited Level 2 16 Ord Street West Perth, W.A. 6005 Australia

Dear Shareholder,

I believe that I have always acted independently and in the best interest of all shareholders. I am surprised that Stephen Miller is seeking my removal from the Board.

Yours sincerely,

ST BARBARA MINES LIMITED

ACN 009 165 066

PROXY FORM

General Meeting to be held at Conference Suite, Level 8, Exchange Plaza, 2 The Esplanade Perth, Western Australia on 20 July 2004 at 10.00am (WST)

Company Secretary St Barbara Mines Limited

By Delivery: Level 2 16 Ord Street WEST PERTH WA 6005

By Post: PO Box 1161 WEST PERTH WA 6872 By Facsimile: +61 (08) 9476 5500

I/We

of $_{-}$

being a Shareholder/Shareholders of the Company and entitled to

votes in the Company, hereby appoint2

or failing him the chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at Conference Suite, Level 8, Exchange Plaza, 2 The Esplanade Perth, Western Australia on 20 July 2004 at 10.00am (WST) Perth, Western Australia and at any adjournment thereof ("General Meeting") in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [or number of votes of this proxy is authorised to exercise is * [ ] We of the Shareholder's votes ? [ ] of the Shareholder's votes. Additional Proxy Form wi

request.

Insert name and address of shareholder Insert name and address of proxy *Omit if not applicable

INSTRUCTIONS AS TO VOTING ON ALL RESOLUTIONS

IMPORTANT: FOR ALL RESOLUTIONS

If the chairman of the General Meeting is to be your proxy and you have not directed your proxy how to By marking this box you acknowledge that the vote on all Resolutions below, please tick this box. chairman of the General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions below and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the General Meeting will not cast your votes on the Resolutions below and your votes will not be counted in computing the required majority if a poll is called on the Resolutions below.

The chairman of the General Meeting intends to vote undirected proxies against all Resolutions below.

The proxy is to vote for or against resolutions referred to in the Notice as follows:

Resolution 1	Election of Mr E Eshuys
Resolution 2	Election of Mr C Wise
Resolution 3	Election of Mr S Penrose
Resolution 4	Removal of Mr SW Miller
Resolution 5	Removal of Mr K Dundo
Resolution 6	Removal of Mr H Tuten
Resolution 7	Removal of Mr M Wheatley
Resolution 8	Removal of other directors (if any)

For Against Abstain

Authorised signature/s

This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

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

Proxy Notes:

A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

You must sign this form as follows in the spaces provided:

Joint Holding:	Where the holding is in more than one name all of the holders must sign.
Power of Attorney:	If signed under a Power of Attorney, you must have already lodged it with the registry, oralternatively, attach a certified photocopy of the Power of Attorney to this Proxy Formwhen you return it.
Companies:	A director can sign jointly with another director or a company secretary. A sole directorwho is also a sole company secretary can also sign. Please indicate the office held bysigning in the appropriate space.

If a representative of the corporation is to attend the General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Level 2, 16 Ord Street, WEST PERTH, WA, 6005, or by post to PO Box 1161, WEST PERTH WA 6872 or Facsimile (08) 9476 5500 if faxed from within Australia or +618 9476 5500 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the General Meeting (WST).