TASMAN RESOURCES LTD — Capital/Financing Update 2003

Oct 28, 2003

SECURITIES WILL ONLY BE ISSUED OR TRANSFERRED ON THE BASIS OF THE APPLICATION FORM ATTACHED TO THIS PROSPECTUS

TASMAN RESOURCES NL

ACN 009 253 187

PROSPECTUS

FOR

The placement of up to 11,450,000 fully paid ordinary shares at an issue price of 12 cents each. There is no minimum subscription.

This is an important document. Please read it carefully. If you do not understand the contents of this prospectus you should consult your financial, legal or other professional adviser.

PLACEMENT CLOSES AT 5.00PM (AWST) ON 27 JANUARY 2004 UNLESS PREVIOUSLY CLOSED

The Shares that will be issued pursuant to this Prospectus are of speculative nature.

TABLE OF CONTENTS

SECTION	l:	CHAIRMAN'S LETTER
SECTION	2:	KEY DATES	1
SECTION	3:	CORPORATE DIRECTORY	2
SECTION	4:	IMPORTANT NOTICE	4
SECTION	5:	DEFINITIONS	6
SECTION	6:	DETAILS OF THE PLACEMENT	8
SECTION	7.	RISK FACTORS	13
SECTION	8.	EFFECT ON CAPITAL STRUCTURE	18
SECTION	9.	ADDITIONAL INFORMATION	21
SECTION	10:	DISCLOSURE	24
SECTION	II:	MISCELLANEOUS INFORMATION	28
SECTION	12:	AUTHORISATION	29.

TASMAN RESOURCES NL

ACN 009 253 187

Level 40 Exchange Plaza 2 The Esplanade PERTH WA 6000

Telephone: 61 8 9282 5889 Facsimile: 61 8 9282 5866 mailroom@tasmanresources.com.au

Dear Applicant,

I have pleasure in enclosing a prospectus for a share placement of up to 11,450,000 fully paid ordinary shares (the "Shares") in the capital Tasman Resources NL ("Tasman") at 12 cents each (the "New Shares"). Pursuant to the Prospectus you are invited to purchase some of the New Shares. The Placement, if fully subscribed, will raise \$1,374,000 (before expenses of the issue). The Prospectus contains full details of the Placement.

The Company also agreed at the end of September 2003 to make a placement of up to 3,550,000 fully paid ordinary Shares at an issue price of 10 cent each to raise a further \$355,000 (before expenses of the issue).

The Total Placement of 15,000,000 Shares, if fully subscribed, will raise approximately \$1,729,000 (before expenses of the issue).

The purpose of the Total Placement is to provide funding for the following:

• funding the ongoing drilling and exploration program at the Company's Lake Torrens Project in Central South Australia;
• completing a detailed analysis to prioritise and then follow up the several other Olympic Dam type geophysical targets that are known to exist at various places in the tenement area:
• conducting a detailed review of all geochemical, geophysical and other data acquired to date related to the various encouraging sedimentary hosted base metal targets in order to:-
• $(a)$ prioritise and then follow up the larger sedimentary hosted base metal targets that have been identified; and
• to endeavour to prove up sufficient near-surface high grade mineralization, $(b)$ particularly near the four known old workings, to enable the Company to generate a cash flow to fund further exploration:
• to review the diamond potential of the Tenement area; and
• to explore joint venture and other corporate opportunities that may present themselves.

The Placement price is set at a 20% discount to the prevailing market price of Tasman Shares of 15 cents prior to the announcement of the Placement, and is at a discount of 19.14% to the 5 day weighted average market price of Tasman Shares (14.84 cents) over the 5 trading days ending on 27 October 2003.

Please read the Prospectus carefully. You should obtain independent advice from Australian Financial Services Licencees before making any decision.

Yours sincerely

Gregory H. Solomon Chairman

Signed Placement Application Forms together with payment of the application funds must
be received by Tasman by no later than 5.00pm Tuesday $27^{th}$ January 2004 unless the Placement has previously been closed.

SECTION 2: KEY DATES

EVENT	DATE
Announcement of Placement	28 October 2003
Lodgement of Prospectus with ASIC	28 October 2003
Dispatch of Placement Application Form	28 October 2003
Latest Placement Closing Date	27 January 2004

SECTION 3: CORPORATE DIRECTORY

$3.1.$ DIRECTORY

BOARD OF DIRECTORS

Mr Gregory H Solomon Mr Douglas Howard Solomon Mr Guy Touzeau Le Page

*AUDITORS

Hall Chadwick Chartered Accountants Level 40 BankWest Tower 108 St George's Terrace PERTH 6000 WESTERN AUSTRALIA

COMPANY SECRETARY

Mr Raymond F. Buscall

PRINCIPAL & REGISTERED OFFICE

*SOLICITORS

Level 40 Solomon Brothers Level 40 Exchange Plaza 2 The Esplanade Exchange Plaza PERTH 6000 2 The Esplanade WESTERN AUSTRALIA PERTH 6000 Email: mailroom@tasmanresources.com.au WESTERN AUSTRALIA Website: www.tasmanresources.com.au

ASX CODE TAS TASO

* The names of these parties appear for information purposes only

$3.2.$ DIRECTORS OUALIFICATIONS AND EXPERIENCE

Gregory Howard Solomon LLB (Executive Chairman)

Mr Solomon is a solicitor with almost 30 years Australian and international experience in a wide range of areas including mining law, commercial negotiation (including numerous mining and exploration joint ventures) and corporate law. He is a senior partner in the Western Australian legal firm, Solomon Brothers and has held directorships of various public companies since 1984 including two mining/exploration companies, including holding several chairmanships, and acting as an executive director on various occasions.

Douglas Howard Solomon, BJuris LLB (Hons) (Non-executive)

Mr Solomon is a Barrister and Solicitor with more than 20 years experience in the areas of mining, corporate, commercial and property law. He is a Senior partner in the legal firm, Solomon Brothers. He has been a director of a 2 public companies and has a great level of legal and corporate experience.

Guy Touzeau Le Page, B.A., B.Sc. (Hons)., M.B.A., ASIA., MAusIMM (Non-Executive)

Mr Le Page is currently a corporate adviser at RM Capital Pty Ltd specialising in resources. He is actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting and corporate advisory roles. Mr Le Page was Head of Research at Morgan Stockbroking Limited (Perth) prior to joining Tolhurst Noall as a Corporate Adviser in July of 1998. As Head of Research, Mr Le Page was responsible for the supervision of all Industrial and Resources research. As a Resources Analyst, Mr Le Page published detailed research on various mineral exploration and mining companies listed on the Australian Stock Exchange. The majority of this research involved valuations of both exploration and production assets.

Prior to entering the stockbroking industry he spent 10 years as an exploration and mining geologist in Australia, Canada and the United States. His experience spans gold and base metal exploration and mining geology and he has acted as a consultant to private and public companies. This professional experience included the production of both technical and valuation reports for resource companies.

Mr Le Page holds a Bachelor of Arts, a Bachelor of Science and a Masters Degree in Business Administration from the University of Adelaide, a Bachelor of Applied Science (Hons) from the Curtin University of Technology and a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia

SECTION 4: IMPORTANT NOTICE

This Prospectus is dated 28 October 2003 and was lodged with the Australian Securities and Investments Commission ("ASIC") on 28 October 2003.

Neither ASIC and ASX, nor any of their respective officers, take any responsibility as to the contents of this Prospectus.

This Prospectus will be issued in paper form and as an Electronic Prospectus which may be viewed on line at www.tasmanresources.com.au/28 October 2003 Placement Prospectus. The invitation to apply for New Shares pursuant to this Prospectus is available to persons receiving an electronic version of this Prospectus in Australia. The Corporations Act prohibits any person passing onto another person the Placement Application Form unless it is attached to, or accompanied by, the complete and unaltered version of this Prospectus. During the invitation period, any person may obtain a hard copy of this Prospectus free of charge by contacting the Company by email at mailroom@tasmanresources.com.au.

Distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of application securities laws.

This Prospectus does not constitute an invitation in any place in which, or to any person to whom, it would not be lawful to make such an invitation.

In compliance with Section 713 of the Corporations Act 2001, this Prospectus contains all information which investors and their professional advisers would reasonably require and reasonably expect to find in a prospectus for the purpose of making an informed assessment of:

• the effect of the Placement on the Company; and
• the rights and liabilities attaching to the New Shares.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. In making representations in this Prospectus, regard has been given to the fact that ASX maintains a file containing publicly disclosed information about the Company and that the Company is a disclosing entity for the purpose of the Corporations Act 2001, and certain mailers may reasonably be expected to be known to professional advisers whom potential investors may consult.

The New Shares offered by this Prospectus are of speculative nature. Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to accept the New Shares. The New Shares offered under this Prospectus carry no guarantee in respect of return of capital, return on capital investment, payment of dividends or the future value of the New Shares.

Throughout this Prospectus abbreviations and defined terms are used. Defined terms are generally identified by the use of an uppercase first letter. Details of the definitions and abbreviations used are set out in Section $\overrightarrow{5}$ of this Prospectus.

$\mathcal{S}$	Australian dollars. All amounts in this Prospectus are in Australian currency.
Applicant	a person applying for New Shares pursuant to this Prospectus
ASIC	Australian Securities and Investments Commission
ASX	Australian Stock Exchange Limited (ABN 98008624691)
AWST	Australian Western Standard Time
Closing Date	27 January 2004
Company or Tasman	Tasman Resources NL (ACN 009 253 187)
Constitution	constitution of the Company
Directors	The Directors of the Company
Existing Shares	The Shares on issue at 28 October 2003
Listing Rules	official listing rules of ASX
New Shares	the Shares to be issued pursuant to this Prospectus
Option	a right to acquire a Share up to and including 28 February 2006 at an exercise price of 20 cents per share.
Placement Application Form	the form that accompanies this Prospectus and is titled "Placement Application Form"
Placement	the placement of the New Shares pursuant to this Prospectus
Prospectus	this Prospectus dated 28 October 2003
Resolution 1	the resolution passed at the General Meeting of the Company on 28 October 2003 to place up to 3,550,000 fully paid ordinary Shares at 10 cents each
Resolution 2	the resolution passed at the General Meeting of the Company on 28 October 2003 to place up to $11,550,000$ fully paid ordinary Shares at 12 cents each
Share	a fully paid ordinary share in the capital of the Company
Shareholder	a holder of Shares
Total Placement	the placement of the New Shares and the

SECTION 5: DEFINITIONS

	placement of the 10 cent Shares
10 cent Shares	the Shares to be issued pursuant to Resolution 1

SECTION 6: DETAILS OF THE PLACEMENT

$6.1.$ PLACEMENT

Pursuant to this Prospectus Applicants are invited to apply for up to 11,450,000 New Shares at an issue price of 12 cents each. The New Shares are being issued pursuant to Resolution 2.

All New Shares issued pursuant to this Prospectus will be issued as fully paid ordinary shares and will rank equally in all respects with the Existing Shares already on issue and the 10 cent Shares.

$6.2.$ OPENING AND CLOSING DATES

The Placement will open for receipt of applications on 28 October 2003 and close at 5.00PM (AWST) 27 January 2004 unless closed earlier. Completed Placement Application Forms together with the correct application monies, must be received by the Company by 5:00 pm (AWST) on the Closing Date.

However, subject to the requirements of the Listing Rules, the Directors reserve the right to vary the Closing Date without providing any notice. Accordingly, applicants are encouraged to submit their completed Placement Application Forms as early as possible.

6.3. PURPOSE OF PLACEMENT

The purpose of the Total Placement is to raise funds of up to \$1,729,000 (before costs) for:

• funding the ongoing drilling and exploration program at the Company's Lake Torrens Project in central South Australia.
• completing a detailed analysis to prioritise and then follow up the several other Olympic Dam type geophysical targets that are known to exist at various places in the tenement area.
• conducting a detailed review of all geochemical, geophysical and other data acquired to date related to the various encouraging sedimentary hosted base metal targets in order to:
• prioritise and then follow up the larger sedimentary hosted base metal targets that $(c)$ have been identified: and
• $(d)$ to endeavour to prove up sufficient near-surface high grade mineralization, particularly near the four known old workings, to enable the Company to generate a cash flow to fund further exploration.
• to review the diamond potential of the Tenement area; and
• exploring joint venture and other corporate opportunities that may present themselves.

$6.4.$ APPLYING FOR NEW SHARES

As an Applicant, you may:

• $(a)$ apply for New Shares pursuant to this Prospectus;
• $(b)$ do nothing (in which case you will receive no New Shares).

Applications for New Shares must be for a minimum of 20,000 New Shares. Applications for more than 20,000 New Shares must be in multiples of 1,000.

Application for New Shares must be made on the Placement Application Form. Please read carefully all the instructions on the Placement Application Form before completion. Your completed Placement Application Form must reach the Company by 5:00 pm (AWST) on the Closing Date (27 January 2004).

If the Placement Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. The Company's decision as to whether to treat the application as valid, or how to construe, amend or complete the form, shall be final. However, applicants will not be treated as having offered to subscribe for more New Shares than is indicated on the Placement Application Form.

$6.5.$ TERMS OF PAYMENT

The payment of 12 cents per New Share must be made in full on application and must accompany the completed Placement Application Form. Please deliver your duly completed Placement Application Form(s), together with the appropriate amount of application monies:

by post or delivery to:

Tasman Resources NL Level 40 Exchange Plaza 2 The Esplanade PERTH 6000 WESTERN AUSTRALIA

Cheques or drafts must be in Australian currency drawn on an Australian bank cheque and made payable to "Tasman Resources NL Float account" and crossed "not negotiable". Cash should not be forwarded. Receipts for payment will not be issued.

6.6. MINIMUM SUBSCRIPTION AND OVERSUBSCRIPTION

As the Placement is not underwritten, it is not considered appropriate to specify a minimum subscription for the Placement to be completed.

There is no facility for over-subscriptions.

6.7. ALLOTMENT

No issue or allotment of New Shares will take place until permission is granted for official quotation of the New Shares on ASX. The allotment of New Shares to Applicants will occur progressively as soon as practicable after each application is received following which a statement of Share holdings will be dispatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statement do so at their own risk.

The Directors reserve the right to reject any application for New Shares and to allot and issue a lesser number of New Shares than applied for.

If the Placement does not proceed for any reason, if an application is rejected or if the number of New Shares allotted to an Applicant is less than the number applied for, the application monies or surplus application monies (as the case may be) will be refunded, without interest, after the Closing Date and within the time prescribed under the Corporations Act 2001.

6.8. ASX LISTING

Application will be made for the New Shares offered by this Prospectus to be granted official quotation by ASX, within 7 days after the date of this Prospectus. If approval for such official quotation has not been granted by ASX before the expiration of three (3) months after the date of this Prospectus, the Company will not allot or issue any New Shares, and will repay all application monies (where applicable) within the time prescribed under the Corporations Act 2001, without interest.

6.9. COMMISSION

The Company will pay a commission of 6% of funds raised to Australian Financial Services Licencees for New Shares and 10 cent Shares issued to their clients.

6.10. EXPENSES OF THE PLACEMENT

The estimated expenses of the Total Placement are as follows:

ASIC fees	\$2,010.00
ASX fees	\$3,857.00
Legal fees	\$8,500.00
Printing and miscellaneous expenses	\$2,500.00
Commission	\$103,740.00
	\$120.607.00

6.11. NON RESIDENT INVESTORS

This Prospectus does not constitute an invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an invitation.

Applicants resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required, or whether formalities need to be observed to enable them to subscribe for New Shares pursuant to this Prospectus. The return of a completed Placement Application Form by a non-resident applicant will be taken by the Company to constitute a representation and warranty by that applicant that all relevant approvals have been obtained to enable that applicant to offer to subscribe for the New Shares referred to in the relevant Placement Application Form, and that the Company may legally issue the New Shares to that Applicant.

$6.12.$ APPLICATION MONIES

All application monies from each Applicant will be held on trust until the allotment and issue of the New Shares to each Applicant. The Company will be entitled to all interest paid or accrued on application monies irrespective of whether allotment takes place.

6.13. TAXATION IMPLICATIONS

The Directors do not consider it appropriate to give potential applicants advice regarding the taxation consequences of applying for New Shares as it is not feasible to provide a comprehensive summary of the possible taxation positions of potential applicants. The Company and its advisors and officers do not accept any responsibility or liability for any taxation consequences to potential applicants as a result of subscriptions for New Shares under the Placement. Potential applicants should, therefore, consult their own professional advisers in connection with the taxation implications of applying for New Shares.

$6.14.$ CHESS (CLEARING HOUSE ELECTRONIC SUB-REGISTER SYSTEM

The Company will apply to ASX to participate in CHESS for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic registers mean that the Company will not be issuing certificates for the New Shares to investors and all Shares can be transferred without relying on paper documentation.

Applicants will be provided with a statement that sets out the number of New Shares allotted to them pursuant to this Placement. The notice will also advise holders of their Holder Identification Number and explain the sale procedures under CHESS and issuer sponsorship.

SECTION 7: RISK FACTORS

$7.1.$ RISKS OF INVESTING

The operating results and profitability of Tasman are subject to a number of risk factors, many of which are not easily identifiable or capable of being controlled.

Applicants must review the contents of this Prospectus in detail and should consult their solicitor, stockbroker or financial adviser if they have any queries or concerns.

There are general risks associated with any investment in the stock market. Returns from such an investment will depend on prevailing economic climate, interest rates, governmental policies, exchange rates, general stock market returns, performance of companies within the particular sector of the stock market Tasman is involved in, the relative performance of alternative forms of investments and the actual performance of Tasman.

The exploration and development of natural resources is, by its nature, a speculative activity which involves a high degree of financial risk. The risk factors which should be taken into account in assessing Tasman's activities include, but are not necessarily limited to, those set out below.

The exploration and mining industry is highly speculative and involves greater risks than most other businesses.

$7.2.$ SPECIFIC RISKS

A summary of some of the risk factors applicable to the proposed activities of Tasman which Applicants should be particularly aware of, and should take into account, when considering whether or not to apply for New Shares include but are not limited to the following:

Exploration Success

The tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high risk undertakings. There can be no assurance that exploration of the project areas or any other tenements that may be acquired in the future will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be commercial exploited. Further, all of the tenements are largely unexplored and have only a very limited mining history and there is no certainty that the proposed exploration will reveal any mineable mineralisation or that any such mineralisation will ultimately be commercially viable.

Operating Risks

The operations of the Company may be affected by various factors including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affected extraction costs, inability to obtain satisfactory joint venture partners, adverse weather conditions, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the cost of consumables, spare parts plant and equipment. No assurances can be given though the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

Commodity Price Volatility & Exchange Rate Risks

If the company achieves success which results in mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company, including supply and demand fluctuations for precious and base metals, technological advancement, forward selling activities and other micro and macro economic factors. International prices of various commodities are largely denominated in United States dollars, where as the income and expenditure of the Company, whilst operating on Australian projects, will be in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar.

Native Title

Native Title claims may affect the Company's operation. Tasman recognises the existence of Native Title over certain mineral land and undertakes to form honest and open working partnerships with the relevant Aboriginal Communities. The Company respects the stakeholder rights of indigenous peoples, whether statutory requirement or not, and will always consider Aboriginal issues in order to determine mutually acceptable solutions.

Share Market Conditions

The price of the Shares and the Options when quoted on ASX will be influenced by international and domestic factors affecting market conditions in equity, financial and commodity markets. These factors may affect the general level of prices for listed securities of mining and exploration companies quoted on ASX.

Reliance on key personnel

Tasman is dependent to a substantial extent on the experience and services of the Directors and Tasman's senior management to implement Tasman's business objectives. The loss of the services of any of these Directors or members of senior management could have a material adverse effect on Tasman's operations and ability to execute its business objectives.

Interest rates/Economic conditions

The results of Tasman business operations will be affected by the level and volatility of interest rates. Further, the performance of Tasman will be influenced by the general condition of the Australian economy.

Political factors

Political factors may interrupt or prevent exploration, mine development or production operations. Changes in taxation or government action, which could include non-renewal of or cancellation of exploration licenses and permits, may result in any potential income receivable by the Company or licences held by subsidiaries of the Company, being adversely affected.

Litigation risk

There is a risk that Tasman may become involved in the defence or prosecution of litigation in the normal course of business, which may have a material adverse effect on Tasman's operations.

$7.3.$ APPLICANT'S OWN ENQUIRIES

Directors emphasise that the risk factors set out in this Section are not the only risk factors that could affect the operations of Tasman, its financial position and the value of Shares. The risk factors set out in this Section do not constitute a comprehensive or exhaustive listing of all of the risk factors which may be applicable to Tasman. Applicants should satisfy themselves as to the inherent risks associated with the mining industry in general and those of which may be specifically applicable to Tasman when deciding whether or not to apply for New Shares in the Placement.

$7.4.$ RIGHTS ATTACHING TO THE SHARES

The New Shares will be issued fully paid, and from the date of issue will rank equally in all respects with the Existing Shares. By accepting New Shares, you agree to comply with the Constitution in respect of the New Shares issued to you.

Full details of the rights attaching to the Shares are set out in the Constitution, a copy of which can be inspected at the Company's registered office during normal business hours. The following is a broad summary (not an exhaustive or definitive statement) of the material rights that attach to the Existing Shares and that will attach to the New Shares when they are issued:

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares (at present there are none), at meetings of Shareholders of the Company:

• each Shareholder entitled to vote may vote in person or by proxy, attorney or $(a)$ representative;
• $(b)$ on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
• $(c)$ on a poll, every person present who is a Shareholder shall, in respect of each full paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid Shares held by them (and a partly paid share is counted as a fraction of a fully paid share equal to the amount paid on it, divided by the total issue price of the share).

Transfer of Shares

Subject to the constitution of the Company, the Corporations Law, and any other laws and SCH Business Rules and ASX Listing Rules, Shares are freely transferable.

Future Increases in Capital

The allotment and issue of any Shares is under the control of the Directors. Subject to restrictions on the allotment of Shares to Directors or their associations, the ASX Listing Rules, the Constitution of the Company and the Corporations Law, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

Variation of Rights

Under the Corporations Law, the Company way, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

Dividend Rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of the Company which the Directors determine to distribute by way of dividend are divisible among the holders of ordinary Shares in proportion to the number of Shares held by them.

General Meeting

Each Shareholder is entitled to receive notice of, and to attend and note at, general meetings of the Company and to review all notices, accounts and other documents required to be furnished to Shareholders under the Constitution of the Corporations Act 2001.

SECTION 8: EFFECT ON CAPITAL STRUCTURE

The Placement contemplated by this Prospectus will have an effect on the capital structure of the Company. The effect is summarised below.

	Capital Structure	Number
	EXISTING ISSUED AND PAID UP CAPITAL
	Shares	52,966,015
	Options to subscribe for Shares exercisable at	30,630,849
	20 cents at 28 February 2006
	PROPOSED SHARE ISSUE PURSUANT TO
	RESOLUTION 1
Shares		3,550,000
	PROPOSED SHARE ISSUE PURSUANT TO
	RESOLUTION 2
Shares		11,450,000
	TOTAL SECURITIES PROPOSED TO BE ON ISSUE
	Shares	67,966,015
	Options to subscribe for Shares exercisable	30,630,849
	at 20 cents at 28 February 2006
	Listed Securities
	Shares	53,587,955
	Options to subscribe for Shares exercisable at	16,152,006
	20 cents on or before 28 February 2006
	Restricted Securities
	Shares - restricted to 18 December 2003	14,378,060
	Options to subscribe for Shares exercisable	14,478,843
	at 20 cents each – restricted to 18 December 2003

The issue of the New Shares and the 10 cent Shares will affect the current financial position of the Company by, if fully subscribed, increasing both the cash assets and issued share capital account by \$1,729,000 being the maximum amount to be raised less the estimated costs of the Total Placement.

Set out below is a Statement of Financial Position based on the audited consolidated Balance Sheet of the Company at 30 June 2003, before and after the effect of the Total Placement.

Consolidated of Statement	Audited	Post Total
Financial Position	30 June 2003	Placement
	S	S
Current Assets
Cash & Deposits	287,827	1,896,220
Receivables	81,337	81,337
Total current assets	369,164	1,977,557
Non-current assets
Property, plant & equipment	31,448	31,448
Exploration Expenditure	3,562,891	3,562,891
Total Non-current assets	3,594,339	3,594,339
Total Assets	3,963,503	5,571,896
Current liabilities
Payables	304,529	304,529
Total current liabilities	304,529	304,529
Net Assets	3,658,974	5,267,367
Equity
Contributed equity *	4,738,921	6,347,314
Accumulated losses	1,079,947	1,079,947

Total Equity	3,658,974	5,267,367

* Contributed equity is net of estimated costs of the issue.

SECTION 9: ADDITIONAL INFORMATION

$9.1.$ INTERESTS OF DIRECTORS

Except as set out below, no Director now has, or during the last two years has had, any interest in the formation or promotion of the Company, or any property proposed to be acquired by the Company in connection with its formation or promotion or the Placement, and no Director is (or was during the last two $(2)$ years) a partner of or has (or during the last two $(2)$ years had) any beneficial interest in a firm that has (or during the last two $(2)$ years had) any interest in the promotion of or any property proposed to be acquired by the Company in connection with its promotion or the Placement. Further, no sums had been paid or agreed to be paid to a Director or to such firm, in cash or shares or otherwise, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or the firm in connection with the promotion of the Company.

The particulars of Shares and Options in which the Directors have a relevant interest at the date of this Prospectus are shown in the table below:

Name of Director	Number of Shares	Number of Options
GH Solomon	6,875,865	4,661,286
DH Solomon	6,824,666	4,661,266
GT Le Page	577,779	423,890

The remuneration of the executive director is fixed by the Directors and may be paid by way of fixed salary or based on agreed hourly rates according to time spent, up to an agreed maximum amount. At the date of this Prospectus Tasman does not have any contractual obligations with respect to executive directors but it has been resolved to pay Gregory Solomon an annual fee of \$120,000 for acting as executive chairman.

Non executive director's fees not exceeding an aggregate of \$72,000 per annum have been approved by the Company in general meeting. Levels of these fees may be varied by the Company in general meeting according to its constitution. The amount fixed for remuneration for non-executive Directors may be divided amongst the non-executive Directors in such proportion and manner as the non-executive Directors may agree or, in default of agreement, equally.

Gregory Solomon and Douglas Solomon are both partners in the legal firm Solomon Brothers that will receive legal fees of approximately \$8,500 (plus any applicable disbursements and GST) for services performed in relation to the preparation of this Prospectus.

The Company will use the services of Princebrook Pty Ltd, a company of which Gregory Solomon and Douglas Solomon are directors and shareholders, to provide all office, accommodation, use of office equipment, accounting, secretarial and management services to the Company at an initial cost of $$12,500$ (plus GST) per month plus an administration fee of $5\%$ plus GST.

$9.2.$ INTERESTS OF OTHER PERSONS

Except as disclosed in this Prospectus, no:

• person named in this Prospectus as performing a function in a professional, advisory or $(a)$ other capacity in conjunction with the preparation or distribution of this Prospectus;
• promoter of the Company; or $(b)$
• $(c)$ stockbroker or underwriter to the Placement:
• $(i)$ holds or has held within two years before the date of this Prospectus any interest in the formation or promotion of the Company, the Placement or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Placement; or
• $(ii)$ has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Placement.

Solomon Brothers has acted as legal advisor to Tasman in relation to the Placement. Solomon Brothers' fees for this work up to the date of lodgement of this Prospectus will be approximately \$8,500 (plus any applicable disbursements and GST).

$9.3.$ DIVIDEND POLICY

At the date of this Prospectus, the Company has not adopted a formal dividend policy.

MARKET PRICES $9.4.$

The highest and lowest market prices of Existing Shares quoted on ASX during the three (3) months immediately preceding the announcement of the Placement on 28 October 2003 and the respective dates of those sales were:

• Highest: 16.5 cents per Share on 22 October 2003 $\bullet$
• 10 cents per Share on 9 October 2003 Lowest:

The latest available closing price for the Shares on ASX prior to the lodgement of this Prospectus with ASIC was 15 cents per Share on 27 October 2003.

$9.5.$ CONSENTS

The following parties have given their written consent (which has not been withdrawn at the time of lodgement of this prospectus with ASIC) in the following terms;

Solomon Brothers has given its consent to be named in this Prospectus and any electronic version of the Prospectus as solicitors of Tasman in the form and content in which it is named. Solomon Brothers has acted as corporate legal advisors to Tasman in accordance with its usual time based charges.

Hall Chadwick has given its consent to be named in this Prospectus and any electronic version of the Prospectus as auditors of Tasman in the form and content in which it is named.

Solomon Brothers and Hall Chadwick jointly and severally:

• do not make this invitation;
• have not authorised or caused the issue of this Prospectus or any part thereof; $\blacktriangle$
• do not make, or purport to make, any statement in this Prospectus, nor is any statement $\bullet$ based upon a statement made by them, other than the respective references to their names; and
• to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than the respective references to their names.

9.6 ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/044 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus or an electronic application form, subject to compliance with certain conditions. If you have received this Prospectus as an Electronic Prospectus, you must ensure that you have received the entire Prospectus accompanied by the Placement Application Form. If you have not, please e-mail the Company at [mailroom@tasmanresources.com.au] and the Company will send you, free of charge, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may wish to obtain a copy of the Prospectus from the Company's website aŧ [www.tasmanresources.com.au/28 October 2003 Placement Prospectus]. The Company reserves the right not to accept a Placement Application Form from an Applicant if it has reason to believe that when that Applicant was given access to the electronic Placement Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement Prospectus or any of those documents were incomplete or altered.

SECTION 10: DISCLOSURE

$10.1.$ CONTINUOUS DISCLOSURE AND DOCUMENTS AVAILABLE FOR INSPECTION

The Company is listed on ASX and its Shares are quoted on ASX.

The Company is a "disclosing entity" for the purposes of Part 1.2A of the Corporations Act 2001. As such, it is subject to regular reporting and disclosure obligations. These obligations also require it to disclose to ASX any information of which it is, or becomes, aware concerning the Company and which a reasonable person would expect to have a material affect on the price or value of securities of the Company. Copies of documents lodged with ASIC may be obtained from, or inspected at an ASIC office.

The Company believes that it has complied with the general and specific requirements of ASX (as applicable from time to time throughout the 12 months before the date of this Prospectus) which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

The Company will provide, free of charge, a copy of any of the following documents to any person who requests a copy during the period from the date of issue of this Prospectus and the time when applications under this Prospectus close to Shareholders (5.00 pm AWST on 6 November 2003).

• the annual financial report for the year ended 30 June 2003 lodged with ASIC in 2003; a)
• any half-year financial report lodged after the annual report and before the lodgement of $b)$ this Prospectus; and
• any continuous disclosure notices given by the Company after lodgement of the annual $\mathbf{c}$ ) report and before lodgement of this Prospectus.

28/10/03	General Meeting Results
17/10/2003	Annual General Meeting Notice and Shareholder Letter
17/10/2003	Annual Report June 2003
14/10/2003	Exploration Programme Update
30/09/2003	Annual Financial Report June 2003

The announcements referred to in paragraph (c) are the following:

26/09/2003	General Meeting Notice and Shareholder Letter
15/09/2003	Exploration Programme Update
12/09/2003	New Share Issue
05/09/2003	New Share Issue
31/07/2003	Quarterly Exploration & Activity Report June 2003
11/07/2003	Exploration Programme Update
04/07/2003	New Share Issue
03/07/2003	New Share Issue - correction
30/06/2003	New Share Issue
27/06/2003	Exploration Programme Update
20/06/2003	Exploration Programme Update
16/06/2003	Exploration Programme Update
05/06/2003	Change in Directors Interest
30/05/2003	Change in Directors Interest
22/05/2003	Exploration Programme Update
21/05/2003	New Share Issue
30/04/2003	Quarterly Exploration & Activity Report March 2003
04/04/2003	Initial Directors Interest - New Director
04/04/2003	Final Directors Interest Resigning $_{\rm inner}$ Director
03/04/2003	Change of Directors
01/04/2003	Change in Directors Interest
31/03/2003	Change in Directors Interest
27/03/2003	Exploration Programme Update
20/02/2003	Lake Torrens Drilling Program Feb to Apr 2003 - Titans Diagrams
20/02/2003	Lake Torrens Drilling Program Feb to Apr 2003 – Marathon Diagrams
20/02/2003	Lake Torrens Drilling Program Feb to Apr 2003 – CSD Diagrams
20/02/2003	Lake Torrens Drilling Program Feb to Apr 2003
31/01/2003	Quarterly Exploration & Activity Report December 2002

24/01/2003	New Share Issue
17/12/2002	Media Release
17/12/2002	Exploration Programme Update
13/12/2002	Change in Directors Interest
12/12/2002	Change in Directors Interest
11/12/2002	Exploration Programme Update
27/11/2002	AGM Results
26/11/2002	Change in Directors Interest
20/11/2002	Exploration Programme Update
18/11/2002	Change in Directors Interest
11/11/2002	Amendment to AGM Proxy Notice
11/11/2002	Exploration Programme Update
31/10/2002	Quarterly Exploration & Activity Report September 2002
30/10/2002	Change in Directors Interest
25/10/2002	Notice of AGM and proxy form
24/10/2002	Exploration Programme Update
18/10/2002	Exploration Programme Update
10/10/2002	New Share Issue
30/07/2002	Tasman Narrows Targets for new SA Drilling Program
30/07/2002	Quarterly Exploration & Activity Report June 2002
04/07/2002	Change in Directors Interest
27/06/2002	Exploration Programme Update - Ibbott - EL 2594
04/06/2002	Drilling and Exploration Programme Update
30/05/2002	Change in Directors Interest
16/05/2002	Change in Directors Interest
14/05/2002	Change in Directors Interest
29/04/2002	Quarterly Exploration & Activity Report March 2002
15/04/2002	Drilling Programme Update
06/03/2002	Drilling Programme Update
11/01/2002	Change in Directors Interest

10/01/2002	Drilling Programme
03/01/2002	Change in Directors Interest
03/01/2002	Change in Directors Interest
02/01/2002	Directors Interest Notice
02/01/2002	Directors Interest Notice
02/01/2002	Directors Interest Notice
17/12/2001	Update on Exploration Program
14/10/2001	Supplementary Prospectus
15/08/2001	Prospectus

10.2. PLACEMENT OF 10 CENT SHARES PURSUANT TO RESOLUTION 1

Pursuant to Resolution 1 made by the Company at a General Meeting held on 28 October 2003 the Company will issue, by way of placement, up to 3,550,000 fully paid ordinary Shares at an issue price of 10 cents per Share.

SECTION 11: MISCELLANEOUS INFORMATION

11.1. PRIVACY ACT

If you complete a Placement Application Form for New Shares, you will be providing personal information to the Company (directly or by the Company's Share Registry). The Company collects, holds and will use that information to assess your application, service your needs as an Applicant, facilitate the distribution of payments and corporate communications to you as a security holder and carry out administration functions.

The information may also be used from time to time and disclosed to persons in the inspection of the Share Registry, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information we hold about you. Please contact the Share Registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act 2001 and certain rules such as the SCH Business Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

$11.2.$ WITHDRAWAL

The Directors any at ay time decide to withdraw this Prospectus and the Placement. If this Prospectus and the Placement are withdrawn for any reason, Tasman will return all application money in accordance with the requirements of the Corporations Act 2001. The Company will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest

11.3. ENQUIRIES

If you have any enquiries concerning the Placement, please contact the Company on (08) 9282 5889 or contact your stockbroker or financial adviser.

SECTION 12: AUTHORISATION

Each Director has consented in writing to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Dated 28 October 2003

Director: Gregory H Solomon

PLACEMENT Application Form

TASMAN RESOURCES NL

A. C.N. 009 253 187

This Application Form relates to a prospectus dated 28 October 2003 ("the Prospectus") pursuant to which the Company is inviting applications for subscription for up to 11,450,000 Shares at an issue price of 12 cents per Share.

Broker/Dealer Stamp

Share Registrar Use Only

Broker Code (office use)

????

PIN CHEQUE HERE (DO NOT STAPLE)

Adviser Code (office use)

???????

Before completing this Application Form, you should read the Prospectus dated 28 October 2003 and the instructions overleaf. No applications will be accepted later than 5.00pm (AWST) 27 January 2004. 1999 - Jan Jan James I, mart anns 19

I/we apply for			PLEASE READ ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM
										Shares in Tasman Resources NL at 12 cents per Share
										or such lesser number of Shares which may be allocated to me/us by the Directors.
			I/We lodge full application monies
	\$					٠	$\Omega$	$\overline{0}$		(Cheques to be payable to "Tasman Resources NL Float Account")
										Full name (Title, given name(s) & surname or company name)
Joint applicant #2
	Joint applicant #3
Postal address
Street number					Street name
Suburb/town									State			Post code
Contact name										Home telephone number								Work telephone number
			ACN/ARBN (for companies only)							E-mail address
			Tax file number or exemption							Applicant #2						Applicant #3
Cheque details
	Drawer						Bank						Branch					Amount of cheque

• I/We declare that by lodging this Placement Application Form, I/we represent and acknowledge that I/we have read and understood the Prospectus to $\mathbf{I}$ which this Placement Application Form relates. I/We hereby authorise the Company to complete and execute any document necessary to effect the allotment and issue of any Shares to me/us.
• By lodging this Placement Application Form, I/we declare that this application is completed and lodged according to the Prospectus and that all 2. statements made by me/us are complete and accurate.
• I/We also declare that this Placement Application Form is completed according to this declaration and agree to be bound by the terms and conditions $\overline{3}$ . set out in the Prospectus and the Constitution of Tasman Resources NL.
• I/We acknowledge that returning the Placement Application Form with the application monies will constitute my/our offer to subscribe for Shares in $4.$ Tasman and that no notice of acceptance of the application will be provided. $\Delta$

NO SIGNATURE IS REQUIRED

TO MEET THE REOUIREMENTS OF THE CORPORATIONS ACT. THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 28 OCTOBER 2003.

TREATMENT OF APPLICATION

The return of an Placement Application Form with your cheque for the application money will constitute your offer to purchase or subscribe for Shares. If your Placement Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. The decision of the Company as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final. The decision on the number of Shares to be allocated to you shall also be final. You will not, however, be treated as having offered to purchase more Shares than is indicated on the Placement Application Form.

Investors whose application are not accepted, or are Accepted in respect of a lower number of Shares than the number applied for, will receive a refund of all or part of their application money without interest, as applicable.

CORRECT FORMS OF REGISTRABLE NAMES

Only legal entities may be registered as holders of the Shares. Applications must be in the full name(s) of natural persons, companies or other legal entities. Shares cannot be registered in the name of a trust and no trust can be implied. The name of a beneficiary or any other registrable name may be included by way of account description if completed exactly as described in the examples of correct forms of registrable names below.

TYPE OF INVESTOR	CORRECT FORM	EXAMPLES OF INCORRECT FORM
Individuals
Give full name - not initials	JOHN FRED WILLIAMS	N.F. Williams
Persons under the age of 18
Do not use the name of the minor, use	MICHAEL JOHN WILSON &	Andrew Wilson
name(s) of parent(s)/guardian(s)	SARAH JANE WILSON
Companies
Use company title, not abbreviations	JOHN WILLIAMS PTY LTD	J. Williams Čo.
		John Williams P/L
Trusts
Do not use the name of the trust, use	JOHN FRED WILLIAMS	John Williams Family Trust
$names of \, trustee(s)$
Deceased Estates
Do not use the name of deceased, use	JANE MARY MCDONALD	Estate of the Late John Smith
personal names of executor(s)
Partnerships
Do not use the name of partnership,	SARAH JANE WILSON &	Sarah Wilson & Son
use personal names of partners	MICHAEL JOHN WILSON
Clubs/Unincorporated Bodies
Do not use name of clubs etc, use	JOHN FRED WILLIAMS	ABC Tennis Association
personal names of office bearer(s)
Superannuation Fund
Do not use name of fund use name(s)	SARAH WILSON PTY LTD	Sarah Wilson Pty Ltd
$of$ trustee $(s)$		Superannuation Fund

Haw to complete the Application Form

	почт со сонартске систеринскиот пле на
	Please complete all relevant sections of the Placement Application Form in BLOCK LETTERS. These instructions are cross-referenced to each section of the Form.
A	Insert the Number of Shares you wish to apply for in Section A. The application must be for a minimum of 20,000 Shares and thereafter must be in multiples of
	1.000 Shares.
В	Insert your application money be multiplying the number of Shares by 12 cents per share in Section B.
$\mathbf C$	Enter the Full Name(s) and Title(s) of all legal entities that are to be recorded as the registered holder(s) of the Shares. You should refer to the back of the
	Placement Application Form for the correct forms of name which can be registered. Applications using the wrong form of name may be rejected.
	Up to three joint Applicants may register. An account designation may be entered on the last line of this section. It should be contained within $\sim$ brackets with
	$A/C$ at the end eg <super A/C>.
$\mathbf{D}$	Enter your Postal Address for all correspondence. All communications to you from Tasman Resources NL will be mailed to the person(s) and address as shown.
	For joint applications, only one address can be entered.
E	Please insert your Telephone Number(s) and contact name in case there are irregularities with your application.
$\mathbf{F}$	If the applicant is a company, insert A.C.N. or A.R.B.N.
$\mathbf G$	Enter the tax file number(s) of the applicants. With a joint holding, only the tax file number of two holders are required.
Ħ	Make your cheque(s) or bank draft(s) payable to "Tasman Resources NL Float Account" in Australian currency. Your cheque(s) or bank draft(s) must be drawn on an Australian bank.
	Attach your cheque(s) or bank draft(s) to the Application Form where indicated.
	Complete the details of your cheque(s) or bank draft(s) in this section,
	LODGEMENT OF APPLICATIONS
	Insert your Placement Application Form and cheque(s) or bank draft(s) and mail or deliver your complete application to:
	Tasman Resources NL
	Level 40 Exchange Plaza
	2 The Esplanade, Perth WA 6000
	Applications must be received at the above address by 5.00pm AWST on 27 January 2004 (subject to the right of the Company to close the Placement
	early).