TASMAN RESOURCES LTD — Annual Report 2004

Oct 26, 2004

TASMAN RESOURCES NL

ACN 009 253 187 Level 40, Exchange Plaza 2 The Esplanade, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866 Email: gsolomon@tasmanresources.com.au

27 October 2004

AUSTRALIAN STOCK EXCHANGE ANNOUNCEMENT

ANNUAL REPORT

Attached is copy of the following documents as being mailed to the shareholders on 27 October 2004;

Letter to Shareholders Notice of Annual General Meeting Option Terms and Conditions Proxy Form for Annual General Meeting The Annual Report for 2004 (sent as a separate attachment.)

Raymond Francis Buscall Company Secretary

Level 40, Exchange Plaza 2 The Esplanade, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866

Website: www.tasmanresources.com.au

25 October 2004

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$\frac{1}{2}$

Dear Shareholder

Please find enclosed copy of the annual report for the year ended 30 June 2004 together with a notice of the annual general meeting and attached proxy form.

During the past 12 months the Company's primary activity has been the continued exploration of its Lake Torrens project area, adjoining WMC's Olympic Dam Mine.

The mineral exploration was primarily focussed at Titan, 30km north of Olympic Dam. A drilling program completed in December 2003 was followed by an extensive geological and geophysical review of the area, including detailed electrical surveys which identified a series of further interesting targets, two of which are presently being drilled as at the date of this letter.

Additionally, the Company established a subsidiary, Eden Energy Pty Ltd (now Eden Energy Ltd) as a new energy company targeting the production and use of energy for "green" objectives, focussing on:-

• $\mathbf{I}$ . 8 geothermal licences in South Australia.
• Hydrogen Agreement with Brehon Energy plc (an Irish based company) to acquire up to $\overline{2}$ . 20% of Brehon, and 49% of Brehon Far East Pty Ltd (a company which was granted the entire marketing rights for the Brehon Energy hydrogen technology for the whole of the Asian/Pacific Region). Brehon Far East has announced that it has entered into a Memorandum of Understanding with four Chinese groups to undertake a project in China to replace 10,000 diesel buses with Hythane engines burning a mixture of hydrogen and natural gas.
• 1. Acquisition of a 50% interest in two coal bed / coal mine methane projects in South Wales and a 50-60% interest in a conventional hydrocarbon play in South Wales.

Since the end of the year, the Company has expanded its mineral tenements in South Australia targeting some attractive near surface gold and nickel targets.

Whilst still being strongly committed to the Lake Torrens Project Area, the Company is expanding its tenement base and diversifying rapidly into energy. It is proposed to seek a Stock Exchange listing of Eden Energy Ltd as soon as appropriate. The directors are confident that the next 12 months will be an exciting time in the Company's history and look forward to sharing it with you.

Yours sincerely

Gregoryman

Gregory H. Solomon Executive Chairman

TASMAN RESOURCES NL

(ACN 009 253 187)

NOTICE OF MEETING

Notice is hereby given that the Annual General Meeting of Tasman Resources N.L. ('the Company') will be held at the registered office of the Company, Level 8, Exchange Plaza, 2 The Esplanade, Perth at 2:30pm on Thursday 25th of November 2004.

AGENDA

To consider and if thought fit to pass with or without amendment the following resolutions;

$1.$ Annual Accounts - As an Ordinary Resolution

To receive, consider and adopt the Financial Statements for the year ended 30 June 2004, together with the Directors' and Auditors' Reports and Directors' Statement thereon.

$2.$ Election of Director - As an Ordinary Resolution

To elect Mr Douglas Howard Solomon who, in accordance with the Constitution of the Company, retires by rotation and being eligible offers himself for re-election.

3. Issue of Shares by Directors - As an Ordinary Resolution

"For the purpose of ASX Listing Rules 7.1 and 7.4 to ratify the two placements by the directors of the following fully paid ordinary shares which were all issued to clients of Australian Financial Services Licencees to raise additional working capital and in respect of each, a commission of 6% was paid to Australian Financial Services Licencees and Licensed Dealers in Securities.

Date of Issue	Number of Shares	Price of Shares	Amount Raised
06 August 2004	5,000,000	7.5 cents	\$375,000

Note 1: The Company will disregard any votes cast on Resolution 3 by the various recipients of the share issues referred to in that resolution or an associate of any of these recipients.

However, the Company will not disregard the 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 the directions on the proxy form to vote as the proxy decides.

4. Issue of Shares by Directors - As an Ordinary Resolution

"For the purpose of ASX Listing Rules 7.1 and 7.4 to ratify the two placements by the directors of the following fully paid ordinary shares which were all issued to clients of Australian Financial Services Licencees to raise additional working capital and in respect of each, a commission of 6% was paid to Australian Financial Services Licencees and Licensed Dealers in Securities.

Date of Issue	Number of Shares	Price of Shares	Amount Raised
08 September 2004	6,100,000	7.5 cents	\$457,500

Note 2: The issue on 8 September 2004 also included one free attaching option (issued under the same terms and conditions as the existing listed options, - to acquire one fully paid ordinary shares at 20 cents per share on or before 28 February 2006 per share) for each share issued. The terms and conditions of the options are as per the attached notice.

Note 3: The Company will disregard any votes cast on Resolution 4 by the various recipients of the share issues referred to in that resolution or an associate of any of these recipients.

However, the Company will not disregard the 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 the directions on the proxy form to vote as the proxy decides.

5. Issue of Options by Directors - As an Ordinary Resolution

That, for the purposes of ASX Listing Rules 7.1 and 7.4, the Company's shareholders ratify the issue by the Company to Coastal Oil and Gas Ltd of 1,000,000 options in the Company, free of charge, each to acquire one fully paid ordinary share in the Company at an issue price of 20 cents each exercisable on or before 28 February 2006. The terms and conditions of the options are as per the attached notice.

Note 4: The options were issued to Coastal Oil and Gas Ltd free of charge as part of the consideration in accordance with the terms of a joint venture agreement between the Company, Eden Energy Ltd and Coastal Oil & Gas Limited, dated 14 July 2004, and as announced to the Australian Stock Exchange on 8 July 2004. Accordingly no funds were raised by the issue.

Note 5: The Company will disregard any votes cast on Resolution 5 by Coastal Oil and Gas Ltd or an associate of any of that person.

However, the Company will not disregard the 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 the directions on the proxy form to vote as the proxy decides.

Other Business:

To transact any business which may be brought before the meeting in accordance with the Constitution of the company and the Corporations Act 2001.

By Order of the Board of Directors

zU

R F Buscall Secretary Dated this 27th day of October 2004

Notes Relating To Proxies:

As a member who is entitled to attend and vote at the statutory meeting, you are entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of your voting rights. A proxy need not be a member of the company, but should be a natural person over the age of 18 years. Forms must be lodged at the registered office of the company not less than 48 hours before the timing of the meeting.

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TASMAN RESOURCES NL

ACN 009 253 187 (INCORPORATED IN WESTERN AUSTRALIA) REGISTERED OFFICE: LEVEL 40, EXCHANGE PLAZA, 2 THE ESPLANADE, PERTH

Option Terms and Conditions

• i) The Options are exercisable at any time prior to 5.00pm WST 28 February 2006 ("the Expiry Date"). Options not exercised on or before the Expiry Date will automatically lapse.
• ii) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached ("Notice of Exercise") to be delivered to the Company's Registered Office and received by it any time prior to the Expiry Date.
• iii) The Options entitle the holder to subscribe (in respect of each Option held) for a share ("Share") at an exercise price per Option of 20 cents.
• iv) Upon the exercise of the Options and receipt of all relevant documents and payment, shares will be issued ranking pari passu with the then issued shares. If at the date of exercise of the Options the shares of the Company are quoted on the Australian Stock Exchange ("ASX") the Company will apply to ASX to have the Shares granted Official Quotation.
• v) A summary of the terms and conditions of the Options including the Notice of Exercise is sent to all holders of Options when the Options are issued.
• vi) Any Notice of Exercise received by the Company on or prior to the Expiry Date will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.
• vii) There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to shareholders during the currency of the Options. Prior to any new pro rata issue of securities to shareholders, holders of Options will be notified by the Company and will be afforded 10 Business Days before the Record Date (to determine entitlements to the issue), to exercise Options.
• viii) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on shareholders and (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital), in all respects the terms for the exercise of Options shall remain unchanged. For these purposes, the rights of the Option Holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of reorganisation as required by Listing Rule 6.16.
• iX) The Options may be transferred at any time prior to the Expiry Date.
• x) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

TASMAN RESOURCES N.L. (ACN 009 253 187)

PROXY FORM ANNUAL GENERAL MEETING

I/We	-------------
	being a member/members of Tasman Resources N.L. entitled to attend and vote at the meeting, hereby
Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the meeting or the Chairman's nominee, to vote in % of my/our voting rights in accordance with the following directions, or if no directions have been given, as respect of the proxy sees fit at the Annual General Meeting of the company, to be held on Thursday 25th of November 2004 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

FOR

Ordinary Pacolutional

	VI WINGHY INSOUNLINED.
1.	To adopt the reports and accounts
2.	To elect Mr DH Solomon
3.	To ratify the issue of shares by directors
4.	To ratify the issue of shares by directors
5.	To ratify the issue of options by directors

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not intended to be counted in computing the required majority on a poll.

Signed this	day of	2004.
-------------	--------	-------

Individuals and joint holders

Companies (affix common seal if appropriate)

AGAINST

ABSTAIN

Signature	Director
Signature	Director/Company Secretary
Signature	Sole Director and Sole Company Secretary
The Obstrain international contractor of all all Omnacle there is a contract of all and the contract in the contract

The Chairman intends to vote in favour of all 3 resolutions in respect of all undirected proxies.

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

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

Notes:

• 1. To be effective, this proxy and the power of attomey (if any) under which it is signed must be received at the Registered Office of the company, Level 40, Exchange Plaza, 2 The Esplanade, Perth, WA 6000 not less than 48 hours before the time for holding the meeting, or any adjournment thereof.
• $2.$ If the member is a corporation, the form of proxy should be signed under seal if appropriate.