ZOONO GROUP LIMITED — Capital/Financing Update 2003

Mar 23, 2003

Level 4 20 Loftus Street SYDNEY NSW 2000

email: gold@goldsearch.com.au

qsh/psh/qsh567

24 March 2003

The Manager Company Announcements Office Australian Stock Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Via ASX Online

No. of pages - 39

Dear Sir.

Re: Non-renounceable rights issue

We refer to the announcement on 11 February 2003 in which the directors of Goldsearch Limited advised of their intention to proceed with a one for four non-renounceable rights issue of shares and options.

The directors are pleased to announce that underwriting arrangements for the issue have been finalised and a prospectus for the issue has today been lodged with ASIC.

A copy of the prospectus is enclosed for release to the market.

Also enclosed is the final Appendix 3B in relation to the issue together with a letter to be mailed to non-participating foreign shareholders.

For and on behalf of the directors of Goldsearch Limited

P S Hewson Secretary

This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your stockbroker or other professional adviser without delay.

Goldsearch Limited ABN 73 006 645 754

PROSPECTUS

1 for 4 non-renounceable rights issue of 36,491,869 New Shares together with 36,491,869 attaching Options exercisable at 8 cents each on or before 30 September 2005, at an issue price of 4 cents per New Share and Option, to raise approximately \$1,460,000

IMPORTANT NOTE TO INVESTORS

Goldsearch Limited is the holder of mining tenements and rights to acquire interests in mining tenements none of which are presently in production and to this extent the securities offered under this Prospectus are of a speculative nature.

TABLE OF CONTENTS

Section		Page No.
1.	Chairman's letter	2
$\overline{2}$	Overview of the Issue	3
3.	Summary of action required by Shareholders	3
4.	Details of the Issue	4
5.	Effect of the Issue on the Company	8
6.	Risk factors	$\mathbf{1}$
7.	Additional information	12
8.	Authorisation	24
9.	Glossary	24
10.	Corporate directory	26

Accompanying this Prospectus is a personalised Entitlement and Acceptance Form.

SUMMARY OF IMPORTANT DATES

Lodgement of Prospectus with ASIC	24 March 2003
Record date to determine Entitlements (10.00pm EST)	2 April 2003
Expected date of despatch of Prospectus and Entitlement and Acceptance Forms	7 April 2003
Closing Date for receipt of acceptances and payment (5.00pm EST) (except for participating organisations of the ASX)	2 May 2003
New Shares and Options quoted on ASX on a deferred settlement basis	5 May 2003
Last date for receipt of acceptances and payment from participating organisations of the ASX	7 May 2003
Allotment of New Shares and Options and deferred settlement trading ends	23 May 2003

Subject to the requirements of the Corporations Act and the ASX Listing Rules, the Company reserves the right at any time to change the timetable set out above.

This Prospectus is dated 24 March 2003. A copy of this Prospectus has been lodged with ASIC on 24 March 2003. Neither ASIC nor the ASX take responsibility for the contents of this Prospectus. No securities will be issued on the basis of this Prospectus after the expiry date which is 13 months after the date of this Prospectus.

Level 4 20 Loftus Street SYDNEY NSW 2000

Telephone: (02) 9241 5999 Fax: (02) 9241 5599 email: gold@goldsearch.com.au

24 March 2003

Dear Shareholder,

This Prospectus sets out the details of the Offer of 36,491,869 New Shares and 36,491,869 Options to raise approximately \$1,460,000. The Offer is made is by way of a one for four non-renounceable rights issue to existing Shareholders at four cents per New Share and Option. The Issue is fully underwritten by a panel of underwriters identified in the Prospectus.

The funds raised from the Issue will be used to:

• $(a)$ enable the Company to further develop its existing mineral tenements;
• (b) enable the Company to fund existing joint venture expenditure commitments; and
• $(c)$ meet ongoing administration costs of the Company.

If you wish to accept your Entitlement, the accompanying Entitlement and Acceptance Form and your cheque or bank draft must be returned, in accordance with the instructions, by 5.00pm EST on 2 May 2003. Any Entitlements not accepted will lapse and the New Shares and Options will be dealt with by the Underwriters.

I recommend that you read the Prospectus thoroughly for further details and, together with my fellow Directors, commend the Offer to you.

Yours sincerely,

flere

JOHN LANDERER CBE AM Chairman

$2.$ OVERVIEW OF THE ISSUE

$2.1$ Entitlement to New Shares and Options

Shareholders are offered the right to acquire one New Share (and one Option) for every four Existing Shares held at 10.00pm EST on 2 April 2003. The number of New Shares and Options to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

$2.2$ Payment for New Shares

Shareholders who take up their Entitlement will be required to pay four cents per New Share (and Option) on lodgement of their Entitlement and Acceptance Form which must occur by 5.00pm EST on 2 May 2003.

$2.3$ Quotation of New Shares and Options

Application has been made for quotation of the New Shares and Options on the ASX.

$2.4$ Enquiries

If you have any questions regarding your Entitlement, please contact the Company's share registry, Computershare Investor Services Pty Limited on telephone number 1300 855 080 or contact your stockbroker or professional adviser.

SUMMARY OF ACTION REQUIRED BY SHAREHOLDERS $3.$

$3.1$ If you wish to take up all of your Entitlement

Complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form and forward, together with your cheque or bank draft for the amount shown on the form to reach the Company=s share registry, Computershare Investor Services Pty Limited, Level 3, 60 Carrington Street, Sydney 2000, no later than 5.00pm EST on 2 May 2003.

$3.2$ If you wish to take up part of your Entitlement

Complete the accompanying Entitlement and Acceptance Form for that part of your Entitlement which you intend to take up and forward the form, together with your cheque or bank draft for the amount due in respect of the New Shares and Options you intend to take up, to reach the Company=s share registry, Computershare Investor Services Pty Limited, Level 3, 60 Carrington Street, Sydney 2000, no later than 5.00pm EST on 2 May 2003.

$3.3$ Non acceptance

If you do not wish to take up any part of your Entitlement, you are not required to take any action.

$3.4$ Payment for New Shares

All payments are to be by cheque or bank draft (drawn on an Australian bank) in Australian currency and should be made payable to "Goldsearch Limited" and crossed "Not Negotiable". Do not forward cash, postal notes or money orders. Receipts for payment will not be issued.

$3.5$ Foreign Shareholders

The Company is of the view that it is unreasonable to make an offer to Non-Participating Foreign Shareholders having regard to:

• the number of Non-Participating Foreign Shareholders; $(a)$
• the number and value of New Shares and Options that would otherwise be offered to $(b)$ Non-Participating Foreign Shareholders; and
• the cost of complying with the legal requirements, and requirements of a regulatory $(c)$ authority, in the respective overseas jurisdictions.

Therefore, this Prospectus and Entitlement and Acceptance Form is only being sent to Shareholders with registered addresses in Australia or New Zealand. This Prospectus and the Entitlement and Acceptance Form do not constitute an Offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

This Prospectus has not been, and will not be, registered under the securities laws of any other foreign country or jurisdiction. Accordingly, the Offer is not being made to, and no New Shares nor Options will be issued to, or may be acquired directly or indirectly by or for the benefit of, any Shareholder whose registered address is outside Australia and New Zealand. The Offer is only being made to Shareholders with registered addresses in Australia or New Zealand.

Shareholders holding Existing Shares on behalf of persons who are resident overseas are responsible for ensuring that accepting Entitlements to the Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of any such regulations. Shareholders who are nominees are advised to seek independent advice as to how they should proceed.

The Entitlement of the Non-Participating Foreign Shareholders under the Offer will be taken up by the Underwriters.

DETAILS OF THE ISSUE $4.$

$4.1$ Purpose of the Issue

The funds raised from the Issue will provide additional working capital for the Company to be used by the Company to:

• $(a)$ enable the Company to further develop its existing mineral tenements:
• enable the Company to fund existing joint venture expenditure commitments; and $(b)$
• $(c)$ meet ongoing administration costs of the Company.

$4.2$ The Issue

Persons who are registered as holders of Existing Shares at the Record Date and whose registered address is in Australia or New Zealand will be offered New Shares in the ratio of one New Share for every four Existing Shares then held at an issue price of four cents per New Share. Each person who subscribes for New Shares will also be issued Options for no additional consideration, on the basis of one Option for each New Share subscribed.

As there are 145,967,479 Existing Shares on issue at the date of this Prospectus, at least 36,491,869 New Shares and 36,491,869 Options will be offered to raise approximately \$1,459,674, before the costs of the Issue. The Issue may have to be increased by up to 3,000,000 New Shares and 3,000,000 Options (raising up to a further \$120,000) if all Existing Unquoted Options are exercised prior to the Record Date. Accordingly, the maximum number of New Shares and Options which could be issued under the Issue is 39,491,869 New Shares and 39,491,869 Options.

However, it has been assumed for the purposes of this Issue that no Existing Unquoted Options will be exercised prior to the Record Date and the maximum number of New Shares and Options that will be issued is 36,491,869 New Shares and 36,491,869 Options.

Any Entitlement arising from the exercise of Existing Unquoted Options has not been underwritten.

Fractional entitlements to New Shares and Options will be rounded down to the nearest whole New Share and Option. Your Entitlement to New Shares and Options together with the amount payable if you wish to accept your Entitlement in full is shown on the accompanying Entitlement and Acceptance Form.

The closing time and the final date for acceptance of the Offer and for payment for the New Shares is 5.00pm EST on 2 May 2003.

$4.3$ Allotment of the New Shares and Options

The New Shares and Options will be allotted as soon as possible after 2 May 2003 and, in any event, by not later than 23 May 2003.

4.4 Non-renounceable nature

The rights to the New Shares and Options are non-renounceable. Accordingly you may not transfer them on the ASX or otherwise. If you do not take up your Entitlement the Offer will lapse and the New Shares and Options will be dealt with by the Underwriters.

$4.5$ ASX quotation

Application has been made for the New Shares and Options to be granted quotation on the ASX.

If official quotation of the New Shares and Options is not granted by ASX within three months after the date of this Prospectus (or such longer period as may be permitted by ASIC), the Company will not issue any New Shares or Options and will repay all application moneys (without interest) as soon as practicable.

$4.6$ Payment

Acceptances must be accompanied by payment in full of four cents per New Share and Option. Payments will only be accepted in Australian currency as follows:

• $(a)$ bank draft drawn on and payable at any Australian bank; or
• $(b)$ cheque drawn on and payable at any Australian bank.

Cheques should be made payable to "Goldsearch Limited" and crossed "Not Negotiable". Do not forward cash, postal notes or money orders. Receipts for payment will not be issued.

Underwriting 4.7

The Offer is fully underwritten by the following parties, each of which have severally agreed to underwrite the following respective percentage of the New Shares and Options the subject of the Offer:

Name and address of Underwriters	Percentage of New Shares and Options underwritten
Grange Securities Limited ACN 066 797 760 of Level 7, 17 Castlereagh Street, Sydney NSW 2000	25%
Forbar Custodians Limited of PO Box 97, Auckland, New Zealand	25%
Adam John Perkins of PO Box 721, Potts Point NSW 1335	10%
Belmark Investments Pty Limited ACN 007 979 035 of GPO Box 663, Adelaide SA 5001	7.5%
Jayare Nominees Pty Limited ACN 000 138 269 of Level 6, 77 Castlereagh Street, Sydney NSW 2000	7.5%

Duncan Clement Brand and Allan James Hubbard jointly of PO Box 125, Timaru, New Zealand	5%
WHI Securities Pty Limited ACN 094 927 947 of Level 3, 14 Martin Place, Sydney NSW 2000	4%
David Long of Level 2, 131 Macquarie Street, Sydney NSW 2000	3.5%
Dunbar Investments Pty Limited ACN 002 901 519 of GPO Box 939, Sydney NSW 2001	3.5%
Richard Douglas Burton of 57A Brighton Road, Parnell, Auckland, New Zealand	3%
Daradine Pty Limited ACN 001 085 132 of Level 6, 77 Castlereagh Street, Sydney NSW 2000	2%
State One Equities Pty Limited ACN 064 904 650 of Level 14, 200 St Georges Terrace, Perth WA 6000	2%
John Landerer of Level 31, 133 Castlereagh Street, Sydney NSW 2000	2%

100%

Each of the Underwriters are party to a separate Underwriting Agreement with the Company, all of which are in the same form other than for the identity of the underwriting party and the percentage of New Shares and Options underwritten. The terms of the Underwriting Agreements are summarised in Section 7.6 - "Underwriting Agreements".

$4.8$ Expenses of the Issue

The total estimated expenses of the Issue which are payable by the Company are:

Legal fees Underwriting fees	\$20,000 \$72,983
ASIC fees	\$1,800
ASX fees	\$6,932
Printing, share registry, despatch, administration and other costs	\$22,500
	\$124,215

4.9 Minimum subscription and over-subscriptions

There is no minimum subscription in relation to the Offer. Over-subscriptions in respect of the Offer will not be accepted.

4.10 Market price of Goldsearch Shares

The lowest and highest closing prices of Existing Shares on the ASX during the three months immediately preceding the date of this Prospectus and the respective dates of those sales were 3.5 cents on 11 February 2003 and 6.0 cents on 13 January 2003. The latest available closing price of Existing Shares on the ASX immediately before the date of this Prospectus was 3.7 cents.

As at the date of this Prospectus the Company has no options on issue that are quoted on the ASX.

EFFECT OF THE ISSUE ON THE COMPANY $5 -$

The principal effects of the Issue will be to:

• increase the Company=s cash reserves by \$1,459,674.76 before taking into account the costs of the Issue, to provide the Company with additional working capital for the purposes described in Section $4.1:$ and
• increase the total number of issued Shares to 182,459,348 and the number of issued options to $\bullet$ subscribe for Shares to 48,491,869 (which includes the 12,000,000 Existing Unquoted Options).

In considering what investors and their professional advisers would reasonably require and reasonably expect to find in this Prospectus for the purposes of making an informed assessment of the effect of the Offer on the Company, the Directors have provided pro-forma consolidated financial information in the following form summarising the effect of the proposed Issue:

$5.1$ Capital structure

Issued capital of Goldsearch as at the date of this Prospectus
145,967,479 Shares
Securities offered by this Prospectus
36,491,869 Shares with 36,491,869 attaching Options.
Issued capital of Goldsearch post Issue (assuming Issue is fully subscribed)
182,459,348 Shares
In addition there will be on issue 36,491,869 Options to subscribe for 36,491,869 Shares expiring on 30 September 2005 exercisable at eight cents per Option, and 12,000,000 Existing Unquoted Options expiring on 15 July 2004 exercisable at 15 cents per option.
Potential number of Shares
Should all of the Options offered by this Prospectus and all of the 12,000,000 Existing Unquoted Options be exercised, the Company will have on issue 230,951,217 Shares.

5.2 Pro-forma statement of financial position

The following table sets out statements of financial position of the Company as at 30 June 2002 and 31 December 2002 and a pro-forma statement of financial position of the Company showing the effect on the statement of financial position of the Issue as at 31 December 2002 assuming:

• 36,491,869 New Shares and 36,491,869 Options are allotted and issued, which will raise $\ddot{\phantom{a}}$ \$1,459,674; and
• expenses of the Issue of \$124,215 written off against share capital.

The 30 June 2002 statement of financial position has been audited and has been extracted from the Company's 2002 annual report. Neither the 31 December 2002 nor the pro-forma statements of financial position have been audited, although the 31 December 2002 statement of financial position has been subject to an audit review.

Statement of Financial Position

	30/06/2002	31/12/2002	Pro-forma
	Ŝ	Ŝ	\$
CURRENT ASSETS
Cash	791,432	436,218	1,771,677
Receivables	12,391	5,047	5,047
Investments
Other	22,631	24,299	24,299
TOTAL CURRENT ASSETS	826,454	465,564	1,801,023
NON CURRENT ASSETS
Other financial assets	472,745	476,817	476,817
Property, plant and equipment	8,446	7,133	7,133
Exploration and investment expenditure	2,583,473	2,753,381	2,753,381
TOTAL NON CURRENT ASSETS	3,064,664	3,237,331	3,237,331
TOTAL ASSETS	3,891,118	3,702,895	5,038,354
CURRENT LIABILITIES
Payables	72,674	68,104	68,104
Provisions	9,282	15,645	15,645
TOTAL CURRENT LIABILITIES	81,956	83,749	83,749
TOTAL LIABILITIES	81,956	83,749	83,749
NET ASSETS	3,809,162	3,619,146	4,954,605
EQUITY
Contributed equity	21,236,681	21,236,681	22,572,140
Accumulated losses	(17, 427, 519)	(17,617,535)	(17,617,535)
TOTAL EQUITY	3,809,162	3,619,146	4,954,605

RISK FACTORS $6.$

$6.1$ Investment risks

Prospective investors should be aware that there are risks associated with any investment in company securities. The Company, by reason of its business activities, will be subject to specific risks and there are also external risk factors all of which may affect the value of an investment in the Company and the return from that investment. Factors which may affect the Company's financial position and prospects and the return to holders of New Shares and Options include but are not limited to those set out in Section 6.2 and Section 6.3 below.

6.2 General risks

Stock market risk

The value of the New Shares and Options offered pursuant to this Prospectus will be determined by the stock market as a function of a range of factors beyond the control of the Company or the Directors, in addition to specific risk factors which may affect the financial position of the Company.

General economic factors

The Company's business can be affected by changes in economic factors including Australia's economic outlook, changes in government fiscal, monetary and regulatory policies and changes in interest rates, tax rates, exchange rates and inflation.

Commodity price risk

Metals which are the subject of the Company s exploration activities are largely sold into international markets at prices denominated in US dollars. Fluctuations in the international prices paid for commodities of the type in respect of which the Company carries out its exploration activities can impact on the Company=s activities and the viability of exploitation of mineral reserves discovered and accordingly the Company = seamings from its exploration activities.

Weather and natural disasters

Floods, fires, cyclones, hazardous weather conditions and other natural disasters may result in the suspension of exploration activities or an increase in the expense of such activities.

Environmental regulation

Environmental regulations may curtail or prejudicially affect the extent and type of exploration methods used by the Company.

$6.3$ Industry factors

General commercial risks

The general commercial and economic risks faced by all businesses, including the risks of industrial disruption, litigation, interruption to the transport and supply of equipment and other events that may unforeseeably and unpredictably interrupt normal commercial activity.

Risks inherent in exploration

Exploration for mineral resources is highly speculative. There is no assurance that the Company=s activities will result in the discovery of a resource of a grade and quantity which is feasible to extract. Whether or not income will ultimately result from exploration projects depends on various factors including anticipated mineralisation, consistency and reliability of ore grades and metallurgy. The successful establishment of mining operations depends on various factors including costs, engineering and plant performance, commodity prices, exchange rates, availability of skilled staff and availability and cost of infrastructure services.

Native title

The Native Title Act 1993 of the Commonwealth of Australia recognises the existence of native title in Australia. Whilst the provisions of the Native Title Act have not materially affected existing interests of the Company, they have resulted in a degree of uncertainty about the security of titles for exploration and development and have created delays in gaining access to explore tenements.

Key staff

The Company has a small number of experienced staff and so the loss of key staff may have a significant impact on the operating capabilities of the Company.

ADDITIONAL INFORMATION 7.

$7.1$ Regular reporting and disclosure obligations

The Company is a disclosing entity for the purposes of the Corporations Act and as such it is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. These obligations require the Company to notify the ASX of information about specified events and matters as they arise for the purposes of the ASX making that information available to the stockmarket conducted by the ASX. In particular, the Company has an obligation under the ASX Listing Rules (subject to certain limited exceptions) to notify the ASX immediately once it is or becomes aware of any information concerning the Company which a reasonable person would expect to have a material effect on the price or value of Shares in the Company.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office.

$7.2$ Nature of this Prospectus

This Prospectus has been prepared as a transaction specific prospectus to the standard of disclosure required by section 713 of the Corporations Act. The information in this Prospectus principally concerns the terms and conditions of the Offer and the information which investors and their professional advisers would reasonably require and reasonably expect to find in this Prospectus, for the purpose of making an informed assessment of:

• $\mathbf{X}$ the effect of the Offer on the Company; and
• $\bar{X}$ the rights and liabilities attaching to the New Shares and Options.

As the Company has been listed on the ASX for approximately 14 years and has complied with enhanced continuous disclosure requirements, a substantial amount of information concerning the Company has previously been notified to the ASX and is therefore publicly available.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to the ASX and, as permitted by section 713 of the Corporations Act, does not include all of the information which would be included in a prospectus for an initial public offer of securities in an entity that is not already listed on the ASX. Prospective investors should therefore also consider the other publicly available information in relation to the Company before making a decision whether or not to take up New Shares and Options.

7.3 Documents which will be supplied upon request

The Company will provide a copy of each of the documents listed below, free of charge, to any person who asks for the same in the period commencing on the date of issue of this Prospectus and ending on the Closing Date for receipt of Entitlement and Acceptance Forms:

• the annual financial report of the Company for the year ended 30 June 2002 which has been (a) lodged with ASIC;
• (b) the half-year financial report of the Company for the six months ended 31 December 2002 which has been lodged with ASIC; and
• all documents used to notify the ASX of information concerning the Company under the $(c)$ ASX Listing Rules relating to continuous disclosure during the period after lodgement of the Company's 30 June 2002 financial report with ASIC and before the lodgement of this Prospectus with ASIC. The following documents were lodged with the ASX after the date of lodgement of the Company's financial report for the year ended 30 June 2002 with ASIC:

Date lodged

with ASX

Announcements

Lodgement of annual report and notice of annual general meeting 25/10/2002

*Quarterly report to 30 September 2002	30/10/2002
*Outcome of annual general meeting at which all resolutions were passed unanimously on a show of hands	28/11/2002
Appendix 3Y notice from chairman Mr J Landerer advising of the on-market purchase of 100,770 Shares	03/12/2002
Appendix 3Y notice from chairman Mr J Landerer advising of the on-market purchase of 99,230 Shares	05/12/2002
Appendix 3Y notice from chairman Mr J Landerer advising of the on-market purchase of 629,936 Shares	10/12/2002
Notice from substantial shareholder Mr DR Watson advising of an increase in his relevant interest in Shares from 7.1% to 8.1%	07/01/2003
Appendix 3Y notice from director Mr A G Harris advising of the on- market sale of 100,000 Shares	13/01/2003
*Quarterly report to 31 December 2002	31/01/2003
*Announcement of the proposed Issue	11/02/2003
*Announcement of a joint venture with Rheola Gold Mining Company Pty Limited for the exploration of prospective gold tenements located 45 kilometres west of Bendigo, Victoria	14/02/2003
*Lodgement of half-year report for the six months ended 31 December 2002	13/03/2003
*Lodgement of final Appendix 3B notice and Prospectus for the Issue	24/03/2003

Copies of each of the documents listed above may be requested by contacting the Company Secretary at the principal office of the Company. The Company's financial report for the year ended 30 June 2002 and half-year financial report for the six months ended 31 December 2002 and the above announcements marked with an asterisk are also available on the Company's website at www.goldsearch.com.au.

$7.4$ Rights attaching to the New Shares

The rights attaching to the New Shares (and which will attach to Shares in Goldsearch to be issued on exercise of the Options) are prescribed by both the Corporations Act and the constitution of the Company. A summary of the more significant rights is set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company=s shareholders. A full copy of the Company's constitution is available free of charge on request from the Company at its principal office.

The New Shares (and Shares issued on exercise of the Options) will be in the same class and have the same rights as Existing Shares.

Notice rights

Each holder of a Share is entitled to receive notice of, and to attend and vote at, general meetings of the Company and receive all notices, financial statements and other documents required to be furnished to shareholders under the Corporations Act, the Company=s constitution or the ASX Listing Rules.

Voting rights

Subject to any special rights for the time being attaching to any class or classes of shares in the Company, at a general meeting, every holder of a Share present at the meeting in person, by proxy, representative or attorney has one vote on a show of hands and on a poll one vote for each Share held.

Dividend rights

Subject to the rights of the holders of any shares with special or preferential rights, the profits of the Company which the Directors may from time to time determine to distribute by way of dividends are divisible among the holders of Shares in proportion to the amount paid or credited as paid on the Shares. Dividends are declared by the Directors at their discretion.

The Directors do not anticipate declaring a dividend in the foreseeable future.

Variation of class rights

The rights, privileges and restrictions attaching to the Shares and to any other class of share can only be altered with the approval of a resolution passed at a separate general meeting of the holders of the class of shares concerned by a three quarters majority of those holders who, being entitled to do so, vote at that meeting or with the written consent of the holders of at least three quarters of the shares of that class on issue.

Transfer rights

Subject to the Corporations Act, the Company=s constitution and the ASX Listing Rules, the Shares are freely transferable. The Directors may decline to register any transfer of Shares, but only where permitted to do so by the ASX Listing Rules, the business rules of the Securities Clearing House or the Company's constitution, as the case may be.

Rights on winding up

Subject to the rights of any shares issued with any special or preferential rights (at present there are none), on a winding up of the Company, any surplus assets shall be distributed to holders of all Shares entitled to the distribution, in proportion to the amounts paid up or which ought to have been paid up on the Shares at the commencement of the winding up.

Issue of further Shares

The allotment or issue of any shares is under the control of the Directors who may, subject to the Corporations Act and the ASX Listing Rules, allot or otherwise dispose of them on such terms and conditions as they think fit.

Officers' indemnity

To the full extent permitted by law and to the extent not covered by insurance, the Company must indemnify each officer and former officer of the Company against:

• all losses and liabilities incurred by the officer as an officer of the Company, unless the liability arises out of conduct involving a lack of good faith; and
• for costs and expenses incurred in defending civil proceedings in which judgement is given in favour of the officer, or in which the officer is acquitted, or in connection with relief granted to the officer in an application under the Corporations Act.

$7.5$ Terms of the Options

36,491,869 free attaching Options are to be issued to applicants pursuant to this Prospectus on the basis that for every New Share allotted pursuant to this Prospectus, the allottee shall, free of cost, be granted one Option to subscribe for one additional Share per Option, exercisable at an exercise price of eight cents each on or before 30 September 2005.

The terms of the 36,491,869 Options proposed to be issued are as follows:

• The exercise price for each Option is \$0.08.
• The Options may be exercised at any time on or before 5.00pm (EST) on 30 September 2005 and any Option that is not exercised by that time will automatically lapse.
• Each Option shall carry the right to subscribe for and to be allotted one Share in Goldsearch upon exercise of the Option and payment to Goldsearch of eight cents per Share.
• The Options shall be exercisable by the delivery to the registered office of Goldsearch of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options, accompanied by the relevant option certificate or holding statement and a cheque or bank draft drawn on an Australian bank made payable in Australian currency to Goldsearch for the subscription price for the Shares. An exercise of only some of the Options held by a person shall not affect the rights of that person under the balance of the Options held by that person.
• Goldsearch shall allot the resultant Shares pursuant to an exercise of Options within 14 business days of the exercise of the Options.

• The Options may be transferred at any time prior to their expiry.

• Shares issued pursuant to an exercise of Options shall rank pari passu with Existing Shares of Goldsearch in all respects.

• Goldsearch will apply for quotation by ASX of all Shares issued pursuant to an exercise of Options on exercise of those Options.
• Option holders have no participation rights for new issues by the Company inherent in the Options unless the Options are exercised before entitlements to the new issue are determined. In this regard, Goldsearch must notify the Option holder of any proposed issue to Shareholders at least 10 business days before the record date. If the Options are exercised before the record date, the Option holder can participate in the issue to Shareholders.
• In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of Goldsearch, the number of the Options or the exercise price of any Options or both shall be reconstructed (as appropriate) in accordance with the requirements of ASX Listing Rules.
• The number of Shares to be issued pursuant to the exercise of Options will be adjusted for any bonus issues made by Goldsearch prior to the exercise of the Options so that, upon exercise of the Options the number of Shares received by the Option holder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issue.

7.6 Underwriting Agreements

Each of the Underwriters and the Company have entered into an Underwriting Agreement by which each of the Underwriters has severally agreed with the Company to underwrite the Offer to a maximum of the respective percentage of the New Shares and Options as set out in Section 4.7 -"Underwriting".

Under the Underwriting Agreements, each of the Underwriters will be required to subscribe for the respective percentage of that number of New Shares and Options for which acceptances are not received by the Company from the Shareholders by the Closing Date, as set out adjacent to the Underwriter=s name in Section 4.7.

The Underwriters have collectively agreed to underwrite 100% of the Issue of New Shares and Options.

The Company has agreed to pay to the Underwriters an aggregate underwriting fee of 5% of the amount to be raised by the Company from the Issue before any expenses, being an aggregate amount of \$72,983.74.

Each of the Underwriting Agreements may be terminated by the relevant Underwriter prior to the Closing Date in various circumstances, in which event the Underwriter will not have any obligations to underwrite the Issue and the Company will have no liability to pay an underwriting fee to that Underwriter.

An Underwriter may be able to terminate the Underwriting Agreement to which the Underwriter is party, before the Closing Date. if:

• there is any law introduced into any Federal, State or Territory parliament of Australia or $(a)$ there occurs any other event which materially adversely affects the Issue, the profits or dividends of Goldsearch or the Shares:
• (b) ASIC imposes a stop order on the Issue;
• circumstances arise in respect of which a supplementary prospectus or prospectuses must be $(c)$ issued by Goldsearch;
• $(d)$ there is an outbreak of hostilities in any one or more of Australia, Japan, the United Kingdom, United States of America, Russia or The People=s Republic of China (and by way of clarification an outbreak of hostilities in Iraq only, involving the United States of America, the United Kingdom, Australia or any other country, is not an outbreak of hostilities in any country other than in Iraq);
• there is default by Goldsearch in any of the terms and conditions of this Underwriting $(e)$ Agreement;
• the All Ordinaries Index of the ASX falls by more than 10% below the level on the date of $(f)$ the Underwriting Agreement;
• there is an announcement made suggesting an imminent change in interest rates for the issue $(g)$ of Australian Government or semi-government securities or the Reserve Bank of Australia intends to increase effective interest rates available on such securities, in either case by more than 1.5% above those rates on the date of this letter;
• there is a fall of 10% or more in the Hong Kong gold price as published by the Australian $(h)$ Financial Review on the date of this letter; or
• Goldsearch is for any reason unable to issue the New Shares or Options. $(i)$

The Underwriter will not be able to terminate the Underwriting Agreement under any of the events in (a) to (i) above unless, in the Underwriter's opinion, acting reasonably, the event has or could have a materially adverse effect on the outcome of the Issue.

$7.7$ Litigation

The Company is not engaged in any litigation which has or would be likely to have a material adverse effect on it or its business.

7.8 Tax considerations for investors

It is the responsibility of all Shareholders to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before accepting their

Entitlement to the New Shares and Options. The taxation consequences associated with investing in and holding New Shares and Options will depend upon the particular circumstances of the Shareholder. Neither the Company nor any of its Directors and officers accept any liability or responsibility in respect of the taxation consequences connected with an investment in New Shares and Options.

7.9 Consents

William Buck have given and have not, before lodgement of this Prospectus with ASIC, withdrawn their consent to being named in this Prospectus and any electronic version of the Prospectus as auditor of the Company in the form and context in which they are named. William Buck do not make this Offer; have not authorised or caused the issue of any part of this Prospectus; do not make, or purport to make, any statement in this Prospectus, nor is any statement based upon a statement made by William Buck, other than the references to their name; and to the maximum extent permitted by law, William Buck expressly disclaim and take no responsibility for any part of this Prospectus other than the references to their name.

Computershare Investor Services Pty Limited has given and, as at the date hereof has not withdrawn, its written consent to being named as share registrar in the form and context in which it is named. Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of the Prospectus other than being named as share registrar to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

Landerer & Company have given and have not, before lodgement of this Prospectus with ASIC, withdrawn their consent to being named in this Prospectus and any electronic version of the Prospectus as solicitor to the Company in the form and context in which it is named. Landerer $\&$ Company have been involved in providing advice to the Company on the law relating to the Issue and reviewing this Prospectus for verification purposes. However, Landerer & Company do not make this Offer; have not authorised or caused the issue of any part of this Prospectus; do not make, or purport to make, any statement in this Prospectus, nor is any statement based upon a statement made by Landerer $\&$ Company, other than the references to their name; and to the maximum extent permitted by law, Landerer & Company expressly disclaim and take no responsibility for any part of this Prospectus other than the references to their name.

Each of Grange Securities Limited, Forbar Custodians Limited, Adam John Perkins, Belmark Investments Pty Limited, Duncan Clement Brand, Allan James Hubbard, WHI Securities Pty Limited, Richard Douglas Burton, State One Equities Pty Limited, David Long, Jayare Nominees Pty Limited, Dunbar Investments Pty Limited, John Landerer and Daradine Pty Limited has given its or his respective consent to be named in this Prospectus as an Underwriter to the Issue in the form and context in which they are each named and none of them has withdrawn its or his consent to be named as such in this Prospectus.

Borough Mazars have given and have not, before lodgement of this Prospectus with ASIC, withdrawn their consent to being named in this Prospectus and any electronic version of the Prospectus in the form and context in which they are named. Borough Mazars do not make this Offer; have not authorised or caused the issue of any part of this Prospectus; do not make, or purport to make, any statement in this Prospectus, nor is any statement based upon a statement made by

Borough Mazars, other than the references to their name; and to the maximum extent permitted by law, Borough Mazars expressly disclaim and take no responsibility for any part of this Prospectus other than the references to their name.

7.10 Interests of Directors

Except as disclosed below or elsewhere in this Prospectus, no Director or proposed director of the Company holds or has held within the two years before the date of this Prospectus any interest in:

• the formation or promotion of the Company:
• property acquired or proposed to be acquired by the Company in connection with its formation or promotion or with the Offer; or
• the Offer. $\ddot{\phantom{a}}$

Except as disclosed below or elsewhere in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefit, to any Director or proposed director of the Company, to induce them to become, or to qualify as, a director of the Company. Directors are not required under the constitution of the Company to hold any Shares in the Company.

The Directors and their respective interests in Existing Shares and Existing Unquoted Options on
issue as at the date of this Prospectus are set out below:

Director	Existing Shares		Existing Unquoted Options
	Direct	Indirect	Direct	Indirect
J Landerer CBE AM	2,829,936	-	-	3,000,000
AG Harris	200,000	-	3,000,000
RB Leece AM RFD		8,040,900
JME Percival		900,000		3,000,000

Notes:

$(a)$ The Directors are entitled to Director's fees and other entitlements for acting as Directors. Until approved by the Shareholders in general meeting, the aggregate fees payable to the Directors, other than a managing director or executive director, shall be a maximum of \$100,000 per annum.

The Directors are also entitled to be paid all travelling and other expenses properly incurred by them in connection with the business or affairs of the Company and any Director who performs extra services or makes any special exertions or undertakes work for the Company beyond his ordinary duties may be remunerated either by a fixed sum or salary.

The Directors holding Existing Shares at the Record Date will be entitled to acquire New Shares and Options under the Issue.

• (b) Landerer & Company, a legal firm in which Mr John Landerer is a partner and who is chairman of the board of directors of the Company, in the two years preceding the date of this Prospectus received or was entitled to receive fees for legal services provided to the Company as specified in Section 7.11 of this Prospectus in the usual course of business.
• Mr John Landerer, the chairman of the board of directors of the Company, is one of the $(c)$ Underwriters and may be entitled to acquire New Shares and Options as an Underwriter.
• $(d)$ Daradine Pty Limited is one of the Underwriters and is a company controlled by Mr Robert Leece, a director of the Company, and may be entitled to acquire New Shares and Options as an Underwriter.

7.11 Interests of other persons

Except as disclosed below or elsewhere in this Prospectus, no:

• person named in this Prospectus as performing a function in a professional, advisory or other capacity in conjunction with the preparation or distribution of this Prospectus;
• promoter of the Company; or
• stockbroker or Underwriter to the Issue

holds or has held within the two years before the date of this Prospectus any interest in:

• the formation or promotion of the Company;
• property acquired or proposed to be acquired by the Company in connection with its formation or promotion or with the Offer; or
• the Offer.

Except as disclosed below or elsewhere in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefit to any:

• person named in this Prospectus as performing a function in a professional, advisory or other capacity in conjunction with the preparation or distribution of this Prospectus;
• promoter of the Company; or
• stockbroker or Underwriter to the Issue

for services provided in connection with the formation or promotion of the Company or in connection with the Offer.

The exceptions referred to above are:

• Landerer & Company, of which firm Mr John Landerer is a director and who is also chairman of the board of directors of the Company, have acted as solicitors to the Company in connection with the Issue and have performed work in relation to the due diligence process for which they will be paid approximately \$20,000 (exclusive of GST and disbursements), in accordance with the usual hourly charge out rates of Landerer & Company. Landerer & Company have received \$38,680 (exclusive of GST and disbursements) for the provision of other legal services provided to the Company during the two years before the date of this Prospectus.
• William Buck have acted as auditors to the Company and have received \$43,974.15 (exclusive of GST and disbursements) for the provision of audit and other services provided to the Company during the two years before the date of this Prospectus. William Buck received \$11,075 (exclusive of GST and disbursements) for auditing the financial accounts of the Company for the financial year ended 30 June 2002.
• Dunbar Investments Pty Limited, which is one of the Underwriters to the Issue, provides secretarial, corporate and accounting services to the Company, including services relating to the Issue. Dunbar Investments Pty Limited will be paid approximately \$8,000 (exclusive of GST and disbursements) for services provided in relation to the Issue. Dunbar Investments Pty Limited has received \$99,749.25 (exclusive of GST and disbursements) for the provision of other secretarial, corporate and accounting services provided to the Company during the two years before the date of this Prospectus.
• Jayare Nominees Pty Limited, which is one of the Underwriters to the Issue, is a company controlled by the senior partner of Borough Mazars, which firm has a retainer to provide accounting and advisory services to the Company. Borough Mazars have received \$49,975.00 (exclusive of GST and disbursements) for the provision of accounting and advisory services provided to the Company during the two years before the date of this Prospectus.
• Each of the Underwriters to the Issue will receive the following fees for agreeing to underwrite the Issue:

Underwriter	Fee
Grange Securities Limited	\$18,245.75
Forbar Custodians Limited	\$18,245.75
Adam John Perkins	\$7,298.30
Belmark Investments Pty Limited	\$5,473.73
Jayare Nominees Pty Limited	\$5,473.73

Duncan Clement Brand and Allan James Hubbard jointly	\$3,649.15
WHI Securities Pty Limited	\$2,919.32
David Long	\$2.554.40
Dunbar Investments Pty Limited	\$2,554.40
Richard Douglas Burton	\$2,189.49
Daradine Pty Limited	\$1,459.66
State One Equities Pty Limited	\$1,459.66
John Landerer	\$1.459.66

The respective interests of each Underwriter in Existing Shares as at the date of this Prospectus are set out below:

Underwriter	Existing Shares
	Direct	Indirect
Grange Securities Limited
Forbar Custodians Limited	120,000
Adam John Perkins	3,000,000
Belmark Investments Pty Limited	10,000,000	1,801,285
Jayare Nominees Pty Limited	7,000,000	1,000,000
Duncan Clement Brand
Allan James Hubbard
WHI Securities Pty Limited
David Long
Dunbar Investments Pty Limited	500,000
Richard Douglas Burton
Daradine Pty Limited	3,685,000

State One Equities Pty Limited
John Landerer	2,829,936

The information in the above table is based on registered Shareholdings at the Company's share registry as at the date of this Prospectus and, in the case of Belmark Investments Pty Limited and Jayare Nominees Pty Limited, the latest substantial shareholding notices lodged by them with the Company. No Underwriter has any interest in the Existing Unquoted Options, other than Jayare Nominees Pty Limited which holds 3,000,000 Existing Unquoted Options.

8. AUTHORISATION

This Prospectus is dated 24 March 2003 and is issued by Goldsearch Limited.

The lodgement of this Prospectus with ASIC was consented to by each Director in accordance with section 720 of the Corporations Act.

Signed on behalf of Goldsearch Limited.

Albert George Harris Director

9. GLOSSARY

In this Prospectus the following words have the following meanings unless the context otherwise requires:

ASIC.	Australian Securities and Investments Commission.
ASX	Australian Stock Exchange Limited ACN 006 624 691.
Closing Date	5.00pm EST on 2 May 2003.
the Company or Goldsearch	Goldsearch Limited ABN 73 006 645 754.
Corporations Act	Corporations Act 2001 of the Commonwealth of Australia.
Directors	the directors of the Company.

Entitlement	the right of a holder of Existing Shares to subscribe for New Shares and Options pursuant to the Offer.
Entitlement and Acceptance Form	the personalised entitlement and acceptance form accompanying this Prospectus.
EST	Australian Eastern Standard Time.
Existing Unquoted Options	options to acquire Shares in the Company expiring on 15 July 2004 and referred to in Section 5.1 of this Prospectus.
Existing Shares	Shares on issue as at the date of this Prospectus.
Issue	the issue of New Shares and Options to be made pursuant to this Prospectus.
Listing Rules	the official listing rules of the ASX.
New Shares	the 36,491,869 Shares to be issued at an issue price of four cents per Share, offered pursuant to this Prospectus.
Non-Participating Foreign Shareholders	the Shareholders with a registered address not in either Australia or New Zealand.
Offer	the offer of New Shares and Options made pursuant to this Prospectus.
Options	the 36,491,869 free attaching options to be issued by the Company pursuant to this Prospectus, each option being an option to subscribe for one Share exercisable at eight cents each on or before 30 September 2005.
Prospectus	this Prospectus dated 24 March 2003.
Record Date	5.00pm EST on 2 April 2003.
Shareholders	the holders of Existing Shares as at the Record Date.
Shares	fully paid ordinary shares in the capital of the Company.
Underwriters	the parties identified in Section 4.7 of this Prospectus as having underwritten a percentage of the New Shares and Options the subject of the Offer.
Underwriting Agreements	the underwriting agreements made between the Company and each of the Underwriters to severally underwrite a proportion of the Issue.

$10.$ CORPORATE DIRECTORY

DIRECTORS AND COMPANY SECRETARY

John Landerer CBE AM Non-Executive Chairman

John Morgan Edwin Percival Director and Acting General Manager of Operations

Albert George Harris Non-Executive Director

Robert Burgess Leece AM RFD Non-Executive Director

Paul Stewart Hewson Company Secretary

REGISTERED OFFICE

C/- Borough Mazars Level 6 77 Castlereagh Street Sydney NSW 2000 Telephone: 02 9930 7700 $: 0299307777$ Fax

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 3 60 Carrington Street SYDNEY NSW 2000

Telephone: 1300 855 080 Fax $: 0282345050$

AUDITOR

William Buck Chartered Accountants Level 2 215 Spring Street Melbourne VIC 3000

PRINCIPAL OFFICE

Level 4 20 Loftus Street Sydney NSW 2000 Telephone: 02 9241 5999 $: 0292415599$ Fax website: www.goldsearch.com.au IMPORTANT: The Prospectus which this entitlement and acceptance form accompanies should be read carefully. An application made using this form will not be valid if another name is substituted for the name printed on this document.

GOLDSEARCH LIMITED

ABN 73 006 645 754 State of Incorporation: Victoria

Principal Office: Level 4 20 Loftus Street Sydney NSW 2000

Share Registry: Computershare Investor Services Pty Limited GPO Box 7115 Sydney New South Wales 2001 Ph: 1300 855 080 Fax: (02) 8234 5050

ENTITLEMENT AND ACCEPTANCE FORM NON-RENOUNCEABLE ENTITLEMENT ISSUE CLOSING 5.00PM EST ON 2 MAY 2003

SRN/HIN	ENTITLEMENT NO	SUB-REGISTER
SHAREHODI DING AS AT 10PM EST ON 2 APRIL 2003.	ENTITLEMENT TO NEW SHARES (AND OPTIONS) ON A 1:4 BASIS	AMOUNT PAYABLE ON FULL ACCEPTANCE AT 4 CENTS PER NEW SHARE (AND OPTION)

Non-renounceable entitlement issue of 36,491,869 New Shares and 36,491,869 Options to subscribe for ordinary shares on the basis of one New Share and one Option for every four ordinary fully paid shares registered and entitled to participate at 10.00pm EST on 2 April 2003 at an issue price of four cents per New Share, payable in full upon application. No payment is required to be made in relation to the Options, as they will be issued free upon allotment of New Shares (on the basis of one Option for every one New Share subscribed for).

To the Directors Goldsearch Limited

I/We the abovementioned, being registered as the holder(s) of ordinary fully paid shares in the capital of the Company as at 10.00 pm on 2 April 2003, hereby accept the undermentioned New Shares (and Options) offered in accordance with the Prospectus dated 24 March 2003.

To be completed by Securityholder		No. of New Shares (and Options) accepted		Amount enclosed at 4 cents per New Share (and Option)
Please complete the following payment details.
Drawer	Cheque No.	BSB No.		Account No.	Amount

Shareholder's telephone number for contact during business hours: ( )....................

I/We enclose my/our remittance for the amount shown above being payment of four cents per New Share (and Option) applied for.

I/We hereby authorise you to register me/us as the holder(s) of the New Shares (and Options) allotted to me/us, and I/we agree to be bound by the Constitution of the Company.

This application is made according to the declaration/appropriate statements overleaf and the applicant agrees to be bound by the terms and conditions set out in the Prospectus dated 24 March 2003. Before making this application, the applicant should read the Prospectus to which this Entitlement and Acceptance Form relates.

The panel below is to be completed ONLY if a change of address is to be registered with the Company.

New Address: (CHESS holders must notify their sponsoring broker/agent)	$Signature(s):$ *

*Please refer to General Instructions overleaf for signing requirements.

PLEASE REFER TO LODGEMENT INSTRUCTIONS OVERLEAF

GOLDSEARCH LIMITED

Lodgement Instructions

NON-RENOUNCEABLE ENTITLEMENT ISSUE CLOSING 5.00PM EST ON 2 MAY 2003

ACCEPTANCE IN FULL OR IN PART $1.$

If you are accepting your entitlement in full or in part please:

Complete the form overleaf.

Forward it together with your remittance for the application moneys at four cents per New Share (and Option) subscribed for so as to reach:

Computershare Investor Services Pty Limited GPO Box 7115 OR SYDNEY NSW 2001

Computershare Investor Services Pty Limited Level 3, 60 Carrington Street SYDNEY NSW 2000

by no later than 5.00pm EST on 2 May 2003.

GENERAL INSTRUCTIONS $2.$

• Only cheques or bank drafts in Australian dollars and drawn on a bank or financial $\bullet$ institution in Australia will be accepted. Your cheque or bank draft must be made payable to "Goldsearch Limited", and crossed not negotiable. Do not forward cash, postal notes or money orders.
• Receipts for payment will not be forwarded. $\bullet$
• Signing instructions if the new address panel has been completed: $\bullet$
• The Shareholder and each joint shareholder (if applicable) must sign. $\overline{a}$
• Companies need to sign in accordance with their Constitution.
• If signed by an Attorney, please forward a certified copy of the Power of Attorney to the Share Registry for noting, unless already noted.

DECLARATIONS BY APPLICANTS 3.

Each applicant makes the following declarations and statements by submitting this Entitlement and Acceptance Form:

• All details and statements on the Entitlement and Acceptance Form are complete and $\bullet$ accurate.
• The applicant is not, as a result of the law of any place, a person to whom this Prospectus should not be given.
• The applicant has received personally the complete and unaltered Prospectus $\bullet$ accompanied by the Entitlement and Acceptance Form before applying for New Shares (and Options).

IF YOU HAVE ANY ENQUIRIES CONCERNING YOUR ENTITLEMENT, PLEASE CONTACT THE SHARE REGISTRY ON TELEPHONE: 1300 855 080

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

Goldsearch Limited

ABN

73 006 645 754

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• $\mathbf{I}$ $\pm$ Class of $\pm$ securities issued or to be Ordinary shares with attached options. issued
• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

36,491,869 shares.

36,491,869 options.

Ordinary shares.

Options exercisable at 8 cents each and expiring 30 September 2005.

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do ۰ which the extent $10-1$ they participate for the next dividend, case of a (in the trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Shares - yes. Options - no - new class.
5	Issue price or consideration	Issue price of 4 cents per share and option package.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To provide additional working capital for: exploration of the Company's existing mineral tenements; ۰ commitments; and costs.	funding of joint venture expenditure funding of on-going administration
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	By 23 May 2003.
8	and + class of Number all *securities quoted $-$ on ASX.	Number 182,459,348	+ Class Ordinary fully paid shares.
	(including the securities in clause 2 if applicable)	36,491,869	Options exercisable at 8 cents each and expiring 30 September 2005.

⁺ See chapter 19 for defined terms.

q. Number and ⁺class of all ⁺securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
12,000,000	Unquoted executive options exercisable at 15 cents each and expiring 15 July 2004.

$10¹⁰$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No dividend policy has been established.

Part 2 - Bonus issue or pro rata issue

• $11$ Ιs security holder approval required?
• $12$ Is the issue renounceable or nonrenounceable?

Non-renounceable.

No.

• 13 Ratio in which the *securities will One for four. be offered
• ⁺Class of ⁺securities to which the $14$ offer relates
• 15 *Record date $t\circ$ determine entitlements

2 April 2003.

No.

Ordinary shares.

• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in 17 relation to fractions
• 18 Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt оf acceptances or renunciations

Fractions to be ignored.

Canada, Germany, United Kingdom, Hong Kong, Japan, Malaysia, Singapore, Seychelles.

2 May 2003.

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters	Refer to page 6 of accompanying prospectus for the issue.
21	Amount of any underwriting fee or commission	5% or 0.02 cents per share and option package.
22	Names of any brokers to the issue	None.
23	Fee or commission payable to the broker to the issue	None.
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	None.
25.	If the issue is contingent on *security holders' approval, the date of the meeting	Not applicable.
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	7 April 2003.
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable. All issued options are unquoted and are held by directors or consultants or by their associates who are aware of the issue and the terms of their options.
28	Date rights trading will begin (if applicable)	Not applicable as issue is non-renounceable.
29	Date rights trading will end (if applicable)	Not applicable as issue is non-renounceable.
30	How do *security holders sell their entitlements in full through a broker?	Not applicable as issue is non-renounceable.
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable as issue is non-renounceable.

⁺ See chapter 19 for defined terms.

$32$ How do *security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date Not applicable as issue is non-renounceable.

23 May 2003.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$ ⊠
• $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35

If the "securities are "equity securities, the names of the 20 largest holders of the additional 'securities, and the number and percentage of additional 'securities held by those holders $-$ to be advised following allotment

36	If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1.001 - 5.000$ $5.001 - 10.000$ $10,001 - 100,000$ 100,001 and over $-$ to be advised following allotment
-37	A copy of any trust deed for the additional "securities $-$ not applicable

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 ⁺quotation is sought
• 39 Class of ⁺securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

	Number	*Class
ŝ
ð

(now go to $43$ )

⁺ See chapter 19 for defined terms.

All entities

Fees

43	Payment method (tick one)
	Cheque attached – cheque to follow
	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.

⁺ See chapter 19 for defined terms.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Man

(Company secretary)

Date: 24 March 2003

Print name:

Sign here:

Paul S Hewson

$\frac{1}{\cos \alpha} \frac{1}{\cos \alpha} \frac{1}{\cos \alpha} \frac{1}{\cos \alpha} \frac{1}{\cos \alpha} \frac{1}{\cos \alpha} \frac{1}{\cos \alpha} \frac{1}{\cos \alpha}$

⁺ See chapter 19 for defined terms.

Level 4 20 Loftus Street SYDNEY NSW 2000

email: gold@goldsearch.com.au

qsh/psh/qsh561a

24 March 2003

Dear overseas shareholder.

Re: Non-renounceable entitlement issue of shares and options

The directors of Goldsearch Limited advise that they have today lodged a prospectus with the Australian Securities and Investments Commission for a non-renounceable entitlement issue of 36,491,869 ordinary shares and 36,491,869 attached options at an issue price of 4 cents per share and option package.

Shareholders with Australian and New Zealand addresses will receive an entitlement to the issue on the basis of one new share and one attached option for each four fully paid shares registered in their name at 10.00pm on 2 April 2003.

Each option to be issued will entitle the holder to subscribe for one fully paid share in the Company at 8 cents per share any time until expiry of the option on 30 September 2005.

The directors have decided that it is unreasonable to extend the offer to shareholders with addresses outside of Australia and New Zealand having regard to:

• $\mathbf{1}$ . the small number of shareholders with overseas addresses;
• $\overline{2}$ . the fact that those shareholders hold a relatively small number of shares in aggregate which would involve a relatively small entitlement to the issue in both number and value; and
• the cost of complying with legal requirements and the requirements of the 3. regulatory authorities in each of the relevant countries.

If you wish to participate in the issue it will be necessary for you to transfer your shares to a nominee with an Australian address by the record date for the issue of 2 April 2003 provided that does not breach any law in your country.

For and on behalf of the directors of Goldsearch Limited

P S Hewson Secretary