XRF SCIENTIFIC LIMITED — AGM Information 2006

Dec 7, 2006

XRF Scientific Limited

Thursday 7 November 2006

Dear Shareholder

Notice of Annual General Meeting: Amended Ordinary Business

After receiving clarification from our corporate solicitors, the Company advises that the Notice of Annual General and Agenda dated 27 November 2006 should have included the following two further items:

• Item 2 confirmation of the appointment of John Parsons as a Director; $(a)$ and
• $(b)$ Item 4 - re-election of Paul Rengel as a Director.

We apologise for the oversight, and enclose the amended Agenda reflecting these other items for consideration. Please note that the Explanatory Memorandum and Proxy Form have also been amended to reflect these changes.

We also enclose a pre-paid envelope to the Company's Share Registry should you wish to appoint a Proxy to represent you at the Annual General Meeting.

The Company takes this opportunity to wish you the very best over the Festive Season and a prosperous and rewarding New Year.

Yours Faithfully

Kiran Badlani

Ms Kiran Badlani Company Secretary

contract the CA 24/200 Casterbery Road, P. O. Box 808, Bayswater, Victoria, 3153, Australia, Presence 61, 3,9720, 6339 (1891-3, 9720, 6412) 88 Guthrie Street, Osborne Park, Perth, Western Australia, 6017, Australia. (2012) 2018 9244 9600 (2018 9244 9611

Ave. du Capricorne, 149, Steenboklaan, B1200 Brussels, Belgium.

32 2 762 77 12 32 2 762 55 07

THIS IS AN IMPORTANT DOCUMENT

فريكا

AND REQUIRES YOUR ATTENTION

If you are in doubt as to how to deal with it, please consult your financial or other professional adviser.

XRF SCIENTIFIC LIMITED

ACN 107 908 314

NOTICE OF 2006 ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Notice is given that the 2006 Annual General Meeting of XRF Scientific Limited will be held at the Abrolhos Room Lobby Level, Rendezvous Observation City Hotel, The Esplanade Scarborough on Friday 29th December 2006 commencing at 10.00am.

NOTICE OF MEETING

Notice is hereby given that the Directors of XRF Scientific Limited (the "Company") have called the 2006 Annual General Meeting of the members of the Company to be held at the Abrolhos Room, Lobby Level, Rendezvous Observation City Hotel, The Esplanade Scarborough on Friday 29^th December 2006 commencing at 10.00 am.

AMENDED ORDINARY BUSINESS

ITEM₁

Financial Reports for the year ended 30 June 2006

To receive, table before the Annual General Meeting of the Company and consider the Financial Reports, the Directors Report and the Auditors Report of the Company for the year ended 30 June 2006.

ITFM₂

Confirmation of Director's Appointment

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

"John Parsons was appointed a Director during the 2006 fiscal year and pursuant to the Corporations Act, his appointment must be confirmed by resolution of the members at an Annual General Meeting. John Parsons being eligible offers himself for appointment as a Director of the Company and his appointment is hereby confirmed."

ITEM₃

Re-election of Director

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

"That Mr David Brown, a Director who retires by rotation pursuant to clause 12.1.3 of the Constitution, offers himself for re-election and being eligible, is re-elected as a Director of the Company."

ITEM4

Re-election of Director

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

"That Mr Paul Rengel, a Director who retires by rotation pursuant to clause 12.1.3 of the Constitution, offers himself for re-election and being eligible, is re-elected as a Director of the Company."

ITEM 5

Remuneration Report

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

"To adopt the Remuneration Report of the Company for the year ending 30 June 2006."

The vote on this resolution is advisory only and does not bind the Directors or the Company. Note:

BY ORDER OF THE BOARD Ms Kiran Badlani Company Secretary Original Notice of Meeting dated the 27^th day of November 2006

The accompanying Explanatory Memorandum forms part of this Notice of Meeting.

NOTES:

The details of the resolutions contained in the Explanatory Memorandum accompanying this Notice of Meeting should be read together with and form part of this Notice of Meeting.

The Financial Report, Directors Report, Auditors Report and Remuneration Report of the Company will be posted on the Company's website as at 30 November 2006. Should shareholders require a hard copy of these Reports, please contact the Chief Financial Officer, Ms Kiran Badlani on (08) 9244 9600.

PROXIES:

• A member entitled to attend and vote at the meeting has the right to appoint not more than two proxies. $\mathfrak{f}_{\perp}$
• A member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes $\overline{2}$ . each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise one half of the member's votes. If the member appoints two proxies, neither proxy may vote on a show of hands.
• A proxy need not be a member of the Company. $3.$
• The proxy form must be signed by the member or his or her attorney. Proxies given by corporations must be signed either $\ddot{4}$ . under seal or under the hand of a duly authorised officer or attorney.
• To be valid, the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or any 5. attested copy thereof) must be lodged with the appointed registrars, Security Transfer Registrars Pty Limited by delivery or mail to 770 Canning Highway, Applecross WA 6953 or by faxing it to fax number (08) 9315 2233 by no later than 10.00am Perth time on Wednesday, 27^th December 2006.
• 1. A proxy form accompanies this Notice of Meeting.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation's place of incorporation, or in any other manner satisfactory to the chairperson of the meeting) a natural person to act as its representative at any general meeting.

Voting Entitlement

For the purposes of the Corporations Act and Regulations, shareholders entered on the Company's Register of Members as at 10:00am (WST), Wednesday 27th December 2006 are entitled to attend and vote at the meeting.

On a poll, Members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

EXPLANATORY MEMORANDUM

PURPOSE OF INFORMATION $\ddagger$

$\bar{z}$

$\mathbf{A}$

The purpose of this Explanatory Memorandum (which is included in and forms part of the Notice of Meeting dated 27 November 2006) is to provide shareholders with an explanation of the business of the meeting and of the resolutions to be proposed and considered at the 2006 Annual General Meeting on 29 December 2006 and to allow shareholders to determine how they wish to vote on those resolutions.

BACKGROUND TO ORDINARY BUSINESS $\overline{2}$

ITEM 1

The Financial Statements and Reports of the Company

As required by section 317 of the Corporations Act, the Financial Report, Directors Report and Auditors Report of the Company for the most recent financial year will be laid before the Annual General Meeting

Shareholders will be provided with the opportunity to ask questions about the Reports or about the Company generally, but there will be no formal resolution put to the Annual General Meeting.

ITEM₂

ORDINARY RESOLUTIONS

Resolution 1: Confirmation of Directors Appointment

John Parsons was appointed as a Director in the 2006 fiscal year. Section 201H(3) of the Corporations Act requires that the Company must confirm the appointment by resolution of members at the next Annual General Meeting.

All Directors recommend that Resolution 1 be approved by shareholders

ITEM₃

Resolution 2: Re-election of a Director

Clause 12.1.3 of the Company's Constitution requires that at the Annual General Meeting in every year, one third of the Directors (except the Managing Director) for the time being must retire from office. The Company's Constitution further provides at clause 12.1.4 that a retiring Director is eligible for re-election.

All Directors recommend that Resolution 2 be approved by shareholders

ITEM 4

ORDINARY RESOLUTION

Resolution 3: Re-election of a Director

Clause 12.1.3 of the Company's Constitution requires that at the Annual General Meeting in every year, one third of the Directors (except the Managing Director) for the time being must retire from office. The Company's Constitution further provides at clause 12.1.4 that a retiring Director is eligible for re-election.

All Directors recommend that Resolution 3 be approved by shareholders.

ITEM₅

ORDINARY RESOLUTION

Resolution 4: Remuneration Report

As required by section by section 250R(2) of the Corporations Act, a resolution that the Company's Remuneration Report be adopted must be put the vote. This report is contained within the Directors Report.

Section 250R(3) of the Corporations Act provides that the vote on this resolution is advisory only and does not bind the Directors or Company.

Shareholders will be provided with the opportunity to ask questions about or comments on the Remuneration Report.

NAME		HIN / SRN:
ADD1
ADD 2
ADD3
ADD4
ADD5
--------------------------------------	.		________
$\sim$ FTONIA

SECTION A Appointment of Proxy

XRF SCIENTIFIC LIMITED

ABN 80 107 908 314

I/We being a member (s) of XRF Scientific Limited and entitled to attend and vote hereby appoint:

the Chairman of the Meeting
(mark with "X" in box if you wish	(write here the name of the person you are appointing if this person
to appoint the Chairman)	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 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 at 10.00am on Friday 29^th December 2006, at the Abrolhos Room, Rendezvous Observation City Hotel, The Esplanade Scarborough and at any adjournment of that meeting.

SECTION B

to indicate your directions - Voting directions to your Proxy - please mark $\mathbf x$
Ordinary Business		FOR	AGAINST	ABSTAIN *
Resolution 1	Confirmation of Director - Mr. John Parsons
Resolution 2	Re-Election of Director -- Mr. David Brown
Resolution 3	Re-Election of Director - Mr Paul Rengel
Resolution 4	Remuneration Report

Your Directors recommend that you vote in favour of Resolutions 1, 2, 3 and 4,.

Please note that your Chairman intends to vote undirected proxies in favour of each item of business

* 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.

AND Mark 'X' if you wish
to appoint a second Proxy	OR $\%$	State the percentage of your voting rights or the number of securities for this proxy form
PLEASE SIGN BELOW This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
		Security holder 3
Individual or Security holder I	Security holder 2
Sole Director and sole Company Secretary	Director	Director/ Company Secretary

NOTES

1. Name and Address

This is the name and address on the Share Register of XRF Scientific Limited. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your Proxy please mark 'X' in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairman as your Proxy.

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 in Section A. 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 Shareholder of XRF Scientific Limited.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an 'X' in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

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 (08) 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the first Proxy form and the second proxy form state the percentage of your voting rights or number 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 of your votes; and
• (b) Return both forms in the same envelope.

5. Signing Instructions

Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name all of the Shareholders must 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held 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 lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's Share Registry.

Lodgement of Proxy

This proxy form (and any power of attorney under which it is signed) must be received no later than 10am Perth time on Wednesday 27^th December 2006 being 48 hours before the time for holding the meeting. Any proxy form received after that time will not be valid for the scheduled meeting. Please lodge the proxy form with the Company's Share Registry, you are encouraged to submit your proxy by mail or fax 08 9315 2233. The addresses of Security Transfer are as follows:

By mail:	Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953
By hand:	Suite 1, 770 Canning Highway Applecross WA 6153
By Fax:	Fax number - $\pm$ 61 8 9315 2233
By email:	registrar@securitytransfer.com.au