TRIBUNE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2004

Feb 18, 2004

18 February 2004

Australian Stock Exchange Limited Level 8, Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sirs

General Meeting

We refer to the notice of meeting for Tribune Resources NL (the Company) that was posted to shareholders on Friday, 13 February 2004.

Due to an error in the printing of that notice, the Company wishes to cancel that scheduled meeting.

Following this announcement will be a new set of meeting papers calling for the general meeting to be held at 10.00 am on Friday, 26 March 2004 at the Kalgoorlie Town Hall.

If you have any questions in relation to the above, please contact the undersigned. Yours faithfully,

Frank O'Kane Director

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

26 MARCH 2004

A General Meeting of Tribune Resources NL (ABN 11 009 341 539) will be held at 10.00 am on Friday, 26 March 2004 at the Kalgoorlie Town Hall, Kalgoorlie, Western Australia

Dated 18 February 2004

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. IF YOU DO NOT UNDERSTAND ANY PART OF IT, YOU SHOULD CONSULT A PROFESSIONAL ADVISER WITHOUT DELAY.

CONTENTS

		page
Notice of Meeting
	Explanatory Memorandum
	Resolution 1 - Directors Remuneration
	Resolution 2 - Constitution
	Glossarv

ACTION REQUIRED BY SHAREHOLDERS

Step 1 : Read the notice of meeting and the explanatory memorandum. The explanatory memorandum sets out details of the proposal for the Company to increase the remuneration of non-executive directors and replace the constitution of the Company. This information is important.

Step 2 : Vote on the resolutions: Your vote is important. You may cast your vote by:

• attending and voting at the meeting to be held at the Kalgoorlie Town Hall on Friday, 26 March 2004 commencing at 10.00 . am; or
• completing and returning the enclosed proxy form so as to be received at the Company's registered office by 10.00 am (Perth time) on Wednesday, 24 March 2004.

TRIBUNE RESOURCES NL

ABN 11 009 341 539

("COMPANY")

NOTICE OF GENERAL MEETING

Notice is given that a general meeting of the shareholders of the Company will be held at the Kalgoorlie Town Hall, Kalgoorlie, Western Australia on Friday, 26 March 2004 commencing at 10.00 am.

If you are unable to attend the meeting, you are encouraged to complete and return the enclosed proxy form. The completed proxy form must be received by the Company at Unit 1, 49 Melville Parade, South Perth, Western Australia at least 48 hours prior to the commencement of the meeting.

AGENDA

The following resolutions to be considered at the General Meeting are explained in the attached Explanatory Memorandum.

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

Ĭ. Remuneration of directors

That in accordance with the Constitution and Listing Rule 10.17, and for all other purposes, payment of remuneration to the non-executive directors of the Company in consideration for their ordinary services as directors be increased to a total fixed sum of \$60,000 per annum (in aggregate), which is to be divided between the nonexecutive directors in the proportions agreed between them or, failing agreement, equally.

Voting exclusion statement

The Company will disregard any votes cast on a resolution by the Directors and any associate of any of them. However, the Company need not disregard a vote if it is case 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 a 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.

To consider, and if thought fit, pass the following resolution as a special resolution:

$\overline{2}$ . Adopt new constitution - special resolution

That with effect from the date of this meeting, the Company repeal its existing Constitution and adopt in lieu thereof as its Constitution the Constitution tabled at the meeting convened by this Notice of Meeting and signed by the Chairman for the purposes of identification.

A special resolution is a resolution proposed as such in the notice of meeting and which must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Snapshot Date

The Directors have determined that for the purposes of section 1109N of the Corporations Act, the persons eligible to attend and vote at the meeting are those persons who are registered members of the Company at 10am (Perth time) on 24 March 2004.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

Proxies

A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights. Where a proportion is not specified, each proxy shall be entitled to vote half of the Shareholder's voting rights. A proxy need not be a Shareholder. Proxies must be deposited at the Company's registered office, Suite G1, 49 Melville Parade, South Perth, Western Australia, not less than 48 hours before the time of the meeting. A proxy form is enclosed with this Notice of General Meeting.

Incorporation of Explanatory Memorandum

The Explanatory Memorandum to Shareholders attached to this Notice of General Meeting, is hereby incorporated into and forms part of this Notice of General Meeting.

By Order of the Board

Frank O'Kane Director Dated 18 February 2004

TRIBUNE RESOURCES NL

ABN 11 009 341 539

EXPLANATORY MEMORANDUM

Resolution 1 - Directors Remuneration

The Company proposes to increase the remuneration to the non-executive directors for their services as directors to the Company by an amount of \$60,000 (in aggregate). The ASX Listing Rules and the Company's Constitution require that the amount of remuneration to be paid by the Company to the non-executive directors must be determined at a General Meeting of the Company. The Company does not presently pay fees to non-executive directors. However, the Board believes that it is now appropriate that directors be remunerated for their services and this resolution seeks shareholder approval to that remuneration.

The directors have suggested that the amount of the fees to be paid by the Company in return for their ordinary services as non-executive directors be for a total amount of \$60,000 per annum in aggregate, and be divided amongst the directors in accordance with the decision of the Board. Divided equally, this is an amount of \$15,000 per annum for each director. It should be noted that the proposed amount of remuneration compares favourably with the remuneration paid to directors of companies of similar size and scale as the Company.

Shareholders previously approved the proposed increase in remuneration at the general meeting held on 27 November 2003. However, the form of the resolution that sought that approval did not comply with the Listing Rules. The Company subsequently responded to a query from ASX and undertook not to pay any directors fees pursuant to the resolution on 27 November 2003 until a resolution in proper form had been put to shareholders and approved by them. The resolution proposed by the Notice of Meeting is in the form required by the Listing Rules.

Resolution 2 - Change of Constitution

Resolution 2 proposes that the Company change its constitution. Section 136 of the Corporations Act provides that a Company may change its Constitution by shareholders passing a special resolution.

A copy of the proposed Constitution will be made available to members at the Company's registered office or upon request to the Company.

The proposed Constitution complies with the requirements of the Listing Rules and the Corporations Act for a no liability company.

In summary, the proposed new constitution makes provision for the following matters which relate to Shares and members of the Company:

(a) Shares

The issue of shares and options by the Company is under the control of the Directors, subject to the Corporations Act and any rights attached to any class of shares.

Preference Shares $(b)$

The Corporations Act requires that certain rights of preference shares either be set out in the constitution of the company or be approved in general meeting by special resolution before preference shares are issued. The proposed new constitution sets out the rights of preference shares, which allows for the issue of such shares at the discretion of the Directors.

$(c)$ Reduction of Capital

The proposed article relating to reduction of capital is consistent with the Corporations Act requirements which must be satisfied by the Company in undertaking an alteration of capital.

$(d)$ Liens

In the event that the Company issues partly paid shares and a call made on those shares is unpaid, the Company will have a lien over the shares on which the call is unpaid. The lien may be enforced by a sale of those shares.

Forfeiture of Shares $(e)$

The Company may forfeit and sell a share of a member by a resolution of Directors where that member has failed to pay a call or instalment on that share. The Directors must provide the member with notice of an intention to forfeit the shares.

Transfer of Shares $(f)$

The Directors may refuse to register a transfer of shares in circumstances permitted or required under the Corporations Act, the Listing Rules, the SCH Business Rules and the terms set out in the proposed constitution. The Company will not charge any fee for registering a transfer of shares.

Variation of class rights $(g)$

Subject to the Corporations Act and the terms of issue of shares in a particular class, the Company may vary or cancel the rights attached to shares in that class or convert shares from one class to another, with the consent in writing of 75% of the members in the class, or by a special resolution of the members in that class.

Alterations of share capital $(h)$

Shares may be converted or cancelled with member approval and the Company's share capital may be reduced in accordance with the requirements of the Corporations Act.

$(i)$ Share Buy Backs

The Company may buy back shares in itself on terms and at such times determined by the Company and in accordance with the Corporations Act, the Listing Rules and the SCH Business Rules.

Meetings of members $(i)$

Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations Act. The constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to receive notice of meetings. Consistent with the Corporations Act, a meeting may be held in two or more places linked together by audio-visual communication technology. A quorum for a meeting of members is 2 eligible members who are entitled to vote at that meeting.

The Company will hold annual general meetings in accordance with the Corporations Act.

Voting of members $\mathbb{R}$

Resolutions of members will be decided by a show of hands unless a poll is demanded.

$(1)$ Proxies

A member may appoint a proxy to attend and vote at the meeting on the member's behalf. The constitution contains provisions specifying the form and manner of lodgement of proxy instruments.

Directors $(m)$

Unless changed by the Company in general meeting, the minimum number of directors is three and the maximum is twelve. The existing directors of the Company may appoint a new Director to fill a casual vacancy or as an addition to the board. Any such Director must retire at the next following annual general meeting of the Company (at which meeting he or she may be eligible for election as a Director).

The proposed constitution requires that one third of the elected Directors are to retire at each annual general meeting or, if there are less than three Directors, one Director must retire at each annual general meeting.

Remuneration of Directors $(n)$

The fees payable to non-executive Directors must not exceed the aggregate fixed sum determined by members in general meeting and must not be calculated as a commission on, or percentage of, profits or operating revenue.

The remuneration of executive Directors will be subject to the provisions of any contract between each of them and the Company but may not be calculated as a commission on, or percentage of, profits of the Company.

Managing Director $(0)$

The Directors may appoint one or more of their number as Managing Director, for any period and on any terms (including as to remuneration) as the Directors resolve, subject to the terms set out in the constitution.

Powers of Directors $(p)$

The business of the Company is to be managed by or under the direction of the Directors.

Indemnities and insurance $(q)$

To the extent permitted by law, the Company indemnifies every person who is or has been a Director or Secretary of the Company against a liability incurred by that person in his or her capacity as a Director or Secretary. A similar indemnity is provided in respect of costs incurred by that person in defending an action for such liability. The Company may also pay the premiums on these liability insurances.

Execution of documents $(r)$

The constitution provides for execution of documents by the Company with or without the use of the Company's company seal.

$(s)$ Dividends

The Directors may fix the amount, the time for payment and the method of payment of a dividend on shares. Subject to any special rights attaching to shares (such as preference shares), dividends will be paid proportionately. The Company is not required to pay any interest on dividends.

Glossary

ASX means Australian Stock Exchange Limited.

Board means the board of Directors of the Company.

Company means Tribune Resources NL ABN 11 009 341 539.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Directors means directors of the Company.

Explanatory Memorandum means this explanatory memorandum.

Listing Rules means the Listing Rules of ASX.

Share means an ordinary share in the capital of the Company.

Tribune Resources NL

OR

ABN 11 009 341 539

All correspondence to:

The Secretary Tribune Resources NL Suite G1, 49 Melville Parade SOUTH PERTH WA 6151 Enquiries 08 9474 2113

Appointment of Proxy

I/We Of

being member/s of Tribune Resources NL and entitled to attend and vote hereby appoint

The Chairman of the Meeting (mark with an 'X')

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in and the process control of the produced in national, the community the weeking, as myour proxy to act generally at the meeting of myrour behalf and to vote in
accordance with the following directions (or if no directions h

IMPORTANT:

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on the Resolutions below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those Resolutions 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 Meeting will not cast your votes on the Resolutions below in which he has an interest and your votes will not be counted in computing the required majority if a poll is called on this Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of all of the Resolutions below.

Voting directions to your proxy - please mark $\vert X \vert$ to indicate your directions

Ordinary business		For	Against	Abstain*
Resolution 1.	Increase in Directors Remuneration
Resolution 2.	Replace Constitution

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Contact Name	Contact Daytime Telephone	Date

1 Your Name and Address

Please complete your name and address. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number $(a)$ of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(b)$ return both forms together in the same envelope.

5 Signing Instructions

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

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting on 10 am on 26 March 2004. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by delivery or facsimile to the registered office of Tribune Facsimile 61 8 9367 9386 Resources NL, Suite G1, 49 Melville Parade, South Perth, WA, 6151