TASMAN RESOURCES LTD — Proxy Solicitation & Information Statement 2004

Jul 20, 2004

TASMAN RESOURCES NL

ACN 009 253 187 NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of members of Tasman Resources NL ("Tasman" or "the Company") will be held at Level 40, Exchange Plaza, 2 The Esplanade, Perth, Western Australia on Friday 20 August 2004 at 10.00am for the purpose of considering the resolutions set out below.

Agenda

Approval to issue further shares.

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolutions:

Resolution 1

"That for the purposes of Australian Stock Exchange Listing Rule 7.1 the Directors are authorised to issue at any time or times within three calendar months of the date of this meeting up to 15,000,000 fully paid ordinary shares by way of placements on the following basis:

• $\mathbf{1}$ . The price or prices at which the Shares will on each occasion be issued will be not less than 80% of the average market price for the fully paid ordinary shares calculated over the last five days on which sales of fully paid ordinary shares were recorded before the day on which the issue was made or if there is a Prospectus. Product Disclosure Statement or Offer Information Statement relating to the issue, over the last five days on which sales of fully paid ordinary shares were recorded before the date on which the Prospectus, Product Disclosure Statement or Offer Information Statement is signed.
• $\overline{2}$ . The Shares will be issued on the same terms and rank pari passu with the existing issued fully paid ordinary shares and will be quoted on the Australian Stock Exchange.
• 1. The Shares will be issued to clients of persons or Australian Financial Services Licencees the details of whom are not yet ascertainable.
• $\overline{4}$ . The funds to be raised by the issue are proposed to be used to fund the ongoing drilling and exploration program at the Company's Lake Torrens Project in Central South Australia (up to \$500,000 over he next 6 months) and the Company's ongoing obligations in respect of the acquisition of an interest in Brehon Energy plc and the farm-in to the coal bed methane project in South Wales.
• The Company will pay a commission of up to 6% of funds raised to Australian Financial Services $5^{\circ}$ Licencees for shares issued to their clients."
• Note 1. In respect of Resolution 1, the Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:-

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

Resolution 2

"For the purpose of ASX Listing Rules 7.1 and 7.4 to ratify the placement by the directors of the following options issued to acquire fully paid ordinary shares at 20 cents per share on or before 28 February 2004, which were all issued to clients of Australian Financial Services Licencees to raise additional working capital and in respect of each, a commission of 5% was payable to Australian Financial Services Licencees and Licensed Dealers in Securities.

Date of Issue	Number of	Price of Options	Amount Raised
	Options
4 June 2004	4,000,000	1.5 cents	\$60,000

The terms and conditions of the options are as per the attached notice.

Note: The Company will disregard any votes cast on Resolution 2 by the various recipients of the option issue 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 $(i)$ on the proxy form; or
• $(ii)$ 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.

Dated the 21st day of July 2004

By order of the board

R. F. Buscall Company Secretary

Proxy Instructions

A shareholder entitled to attend and vote at the General Meeting of Tasman may appoint not more than two more proxy's to attend and vote in his/her place. Where more than one proxy is appointed each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. A proxy may be, but need not be a member of Tasman. Proxy forms (and the Power of Attorney or other authority, if any under which the proxy form is signed) must be lodged at the registered office of Tasman at Level 40, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, 6000 not less than 48 hours before the time for holding the General Meeting or adjourned General Meeting. A proxy form is attached to this notice.

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

• The Options are exercisable at any time prior to 5.00pm WST 28 February 2006 ("the Expiry Date"). Options not $\mathbf{h}$ exercised on or before the Expiry Date will automatically lapse.
• The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the $\mathbf{ii}$ 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.
• The Options entitle the holder to subscribe (in respect of each Option held) for a share ("Share") at an exercise price $\text{iii}$ per Option of 20 cents.
• $\mathbf{i}\mathbf{v}$ 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 Ouotation.
• A summary of the terms and conditions of the Options including the Notice of Exercise is sent to all holders of $\vee$ Options when the Options are issued.
• $\vee i$ 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.
• There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be $vii)$ 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.
• Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise. $\chi$

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

PROXY FORM 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 respect of % of my/our voting rights in accordance with the following directions, or if no directions have been given, as the proxy sees fit at the General Meeting of the company, to be held on Friday 20th of August 2004 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Ordinary Resolutions:

• $\mathbf{1}$ . To issue up to 15,000,000 fully paid ordinary Shares at 80% of market value
• To ratify the previous issues of 4,000,000 options $\overline{2}$ . to acquire ordinary fully paid shares on or before 28 February 2006.

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

FOR

AGAINST

Companies (affix common seal if appropriate)

ABSTAIN

Individuals and joint holders

Signature	Director
Signature	Director/Company Secretary
Signature	Sole Director and Sole Company Secretary

The Chairman intends to vote in favour of both 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:

• $\mathbf{1}$ . To be effective, this proxy and the power of attorney (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.
• $\overline{2}$ . If the member is a corporation, the form of proxy should be signed under seal.

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

Website: www.tasmanresources.com.au

21 July 2004

Dear Shareholder

Please find enclosed a Notice of General Meeting together with an attached Proxy Form. This meeting seeks approval for the directors to raise further funds by way of placement.

These funds are to be applied towards ongoing exploration at the Lake Torrens Project, and to provide capital for Eden Energy Pty Ltd (Tasman's wholly owned subsidiary) to further its investment in exciting energy opportunities which have emerged in Australia and the UK.

A brief summary of the Company's position is as follows:

$\mathbf{1}$ South Australian Lake Torrens Project (Tasman 100%)

The Lake Torrens Project has reached a very exciting stage. The last six months have been spent in detailed investigation of all available information and follow-up geophysical surveys. Tasman's geological interpretations of Titan are now strongly supported by the results of several independent geophysical surveys, and two very strong targets for high-grade copper/gold mineralisation have been identified. Additionally, a number of other interesting anomalies have been recognised, but require further investigation.

Drilling on the two high priority targets is scheduled to commence towards the end of August 2004.

At Marathon South, 24km northeast from Olympic Dam, our recent electrical survey has produced a very interesting result. It has identified a distinct electrical conductor which is coincident with the edge of a residual gravity anomaly. This feature could be an ironrich mineralised system within the basement, at a depth of 450m to 500m, and therefore a potential Olympic Dam-style deposit. The basement is entirely untested in this area, and further work to define a drill target is planned for later this year.

$\overline{2}$ . Eden Energy Pty Ltd (Tasman 100%)

Tasman has set up a wholly-owned-subsidiary to develop a range of energy assets, and during the past several months has acquired:

• $(1)$ seven geothermal licence applications in prospective areas of South Australia;

• $(2)$ two joint venture agreements have been signed to farm into highly prospective coal seam methane and natural gas targets located within and below the extensive coalfields of South Wales, UK;

• $(3)$ rights to subscribe to up to 20% of the issued capital of Brehon Energy plc, which has rights to a range of leading edge hydrogen and hydrogen-blend (Hythane®) fuel storage and transport technologies and patents; and

• rights to a 49% interest in a joint marketing company with Brehon Energy plc to $(4)$ market in Asia/Australasia the hydrogen storage and Hythane® related products of Brehon Energy plc.

Eden Energy Pty Ltd - Proposed Corporate Restructure

These activities will require significant funds over the medium term, but it is proposed in the short-term to raise funds into Tasman to progress all of these opportunities. At the same time, we are preparing for the listing of Eden Energy either on the London Alternative Investment Market (AIM), or the ASX. At this stage, if the Eden Energy listing proceeds, it is proposed that all Tasman shareholders will receive an invitation to subscribe for shares in Eden Energy, and to participate in the proposed listing.

Full details of all of these matters can be obtained from the Tasman website. www.tasmanresources.com.au, under the ASX announcements page and in the Reports and Presentations page.

Yours sincerely

Gregory H Solomon Executive Chairman