ZOONO GROUP LIMITED — Capital/Financing Update 2006

Feb 8, 2006

Level 4 20 Loftus Street SYDNEY NSW 2000

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

gsh/psh/gsh645

9 February 2006

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

Via ASX Online

No. of pages $-34$

Dear Sir,

Re: Prospectus and appendix 3B for non-renounceable rights issue

The directors of Goldsearch Limited advise that they have today lodged a prospectus with ASIC for the proposed non-renounceable rights issue which was announced on 27 January 2006.

The following documents in relation to the issue are enclosed for release to the market:

• A copy of the prospectus;
• Sample entitlement and acceptance form;
• An updated Appendix 3B;
• The text of a letter to be mailed to all shareholders in accordance with section 3 of $\bullet$ Appendix 7A of the Listing Rules; and
• The text of a letter to be mailed to non-participating overseas 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 2 non-renounceable rights issue of 91,604,674 New Shares together with 91,604,674 attaching Options exercisable at 5 cents each on or before 31 October 2007, at an issue price of 3 cents per New Share and Option, to raise approximately \$2,748,000

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

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Accompanying this Prospectus is a personalised Entitlement and Acceptance Form.

SUMMARY OF IMPORTANT DATES

Lodgement of Prospectus with ASIC	9 February 2006
Record date to determine Entitlements (7.00pm Sydney time)	20 February 2006
Expected date of despatch of Prospectus and Entitlement and Acceptance Forms	24 February 2006
Closing Date for receipt of acceptances and payment (5.00pm Sydney time) (except for participating organisations of the ASX)	14 March 2006
New Shares and Options quoted on ASX on a deferred settlement basis	15 March 2006
Statements for New Shares and Options despatched and deferred settlement trading ends	22 March 2006

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 9 February 2006. A copy of this Prospectus has been lodged with ASIC on 9 February 2006. 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.

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

9 February 2006

Dear Shareholder,

This Prospectus sets out the details of the Offer of 91,604,674 New Shares and 91,604,674 Options to raise approximately \$2,748,000. The Offer is made is by way of a one for two non-renounceable rights issue to existing Shareholders at three cents per New Share and Option. The Issue is fully underwritten by Forty Traders Limited, a company incorporated in New Zealand.

The funds raised from the Issue will be used to:

• enable the Company to satisfy its funding obligations under the heads of agreement that the $(a)$ Company entered into with Medusa Mining Limited to create a joint venture to explore the Pinutan gold project at Panaon Island in the Philippines; and
• $(b)$ enable the Company to fund its other existing joint venture expenditure commitments, to further develop its existing mineral tenements and meet ongoing administration costs of the Company (including the expenses of the Issue of \$258,300).

As announced by the Company to the ASX in the Company's quarterly report to 30 September 2005, the heads of agreement with Medusa Mining Limited is conditional upon finance being raised. The raising of the \$2,748,000 under the Offer will satisfy this condition.

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 Sydney time on 14 March 2006. Any Entitlements not accepted will lapse and the New Shares and Options will be dealt with by the Underwriter.

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

Yours sincerely,

Dere

JOHN LANDERER CBE AM Chairman

$\overline{2}$ . 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 two Existing Shares held at 7.00pm Sydney time on 20 February 2006. The number of New Shares and Options to which you are entitled is shown on the accompanying Entitlement and Acceptance Form

$2.2^{\circ}$ Payment for New Shares

Shareholders who take up their Entitlement will be required to pay three cents per New Share (and Option) on lodgement of their Entitlement and Acceptance Form which must occur by 5.00pm Sydney time on 14 March 2006. 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 allotted).

$2.3$ 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 (if calling from within Australia) or $+61394154000$ (if calling from outside Australia) or contact your stockbroker or professional adviser.

$3.$ SUMMARY OF ACTION REQUIRED BY SHAREHOLDERS

$3.1$ 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, GPO Box 253, Sydney NSW 2001, no later than 5.00pm Sydney time on 14 March 2006.

$3.2$ 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, GPO Box 253, Sydney NSW 2001, no later than 5.00pm Sydney time on 14 March 2006.

$3.3$ 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 Underwriter.

$\overline{4}$ . DETAILS OF THE ISSUE

$4.1$ 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 satisfy its funding obligations under the heads of agreement that the Company entered into with Medusa Mining Limited to create a joint venture to explore the Pinut-an gold project at Panaon Island in the Philippines. This will require the expenditure by the Company of up to US\$1,000,000 (or approximately A\$1,333,333, using a US dollar to Australian dollar conversion rate of US\$0.75 to A\$1.00); and
• $(b)$ enable the Company to fund its other existing joint venture expenditure commitments, further develop its existing mineral tenements and meet ongoing administration costs of the Company (including the expenses of the Issue of \$258,300).

As announced by the Company to the ASX in the Company's quarterly report to 30 September 2005, the heads of agreement with Medusa Mining Limited is conditional upon finance being raised. The raising of the \$2,748,000 under the Offer will satisfy this condition.

$4.2$ 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 two Existing Shares then held at an issue price of three 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 183,209,348 Existing Shares on issue at the date of this Prospectus, 91,604,674 New Shares and 91,604,674 Options will be offered to raise approximately \$2,748,000, before the costs of the Issue.

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 Sydney time on 14 March 2006.

$4.3$ Allotment of the New Shares and Options

The New Shares and Options will be allotted as soon as possible after 14 March 2006 and, in any event, by not later than 22 March 2006.

$4.4$ 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 Underwriter.

$4.5$ 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 three 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.

$4.7$ Underwriting

The Offer is fully underwritten by Forty Traders Limited of 40-42 Anzac Avenue, Auckland, New Zealand.

The Underwriter is party to an Underwriting Agreement with the Company. The terms of the Underwriting Agreement are summarised in Section 7.6 - "Underwriting Agreement".

4.8 Expenses of the Issue

The total estimated expenses of the Issue (exclusive of GST) which are payable by the Company are:

	\$258,300
Printing, share registry, despatch, administration and other costs	\$50,000
ASX fees	\$16,402
ASIC fees	\$2,010
Underwriting fees	\$164,888
Legal fees	\$25,000

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 2.5 cents on 2 and 8 December 2005 and 3 and 4 January 2006 and 4.9 cents on 30 January 2006. The latest available closing price of Existing Shares on the ASX immediately before the date of this Prospectus was 4.5 cents.

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

4.11 Withdrawal

The Company reserves the right not to proceed with the Offer at any time before the New Shares and Options are allotted. If the Offer does not proceed, all application moneys will be refunded without interest.

4.12 Electronic Prospectus

This Prospectus may be viewed online at www.goldsearch.com.au. No Entitlement and Acceptance Form will be accepted unless it accompanied a paper copy of the Prospectus. Entitlement and Acceptance Forms will be individualised.

Persons who access the electronic version of this Prospectus should ensure they download and read the entire Prospectus.

$\overline{\mathbf{S}}$ . EFFECT OF THE ISSUE ON THE COMPANY

The principal effects of the Issue will be to:

• increase the Company's cash reserves by \$2,748,140.22 before taking into account the $\bullet$ costs of the Issue, to provide the Company with additional working capital for the purposes described in Section 4.1;
• increase the total number of issued Shares to 274,814,022; and
• issue 91,604,674 options to subscribe for Shares.

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
	183,209,348 Shares
۰	Securities offered by this Prospectus
	91,604,674 Shares with 91,604,674 attaching Options.
	Issued capital of Goldsearch post Issue (assuming Issue is fully subscribed)
	274,814,022 Shares
	In addition there will be on issue $91,604,674$ Options to subscribe for 91,604,674 Shares expiring on 31 October 2007 exercisable at five cents per Option.
	Potential number of Shares
	Should all of the Options offered by this Prospectus be exercised, the Company will have on issue 366,418,696 Shares.

$5.2$ Pro-forma statement of financial position

The following table sets out a statement of financial position of the Company as at 30 June 2005 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 30 June 2005 assuming:

• 91,604,674 New Shares and 91,604,674 Options are allotted and issued, which will raise \$2,748,140; and
• expenses of the Issue of \$258,300 (exclusive of GST) are written off against share capital.

The 30 June 2005 statement of financial position has been audited and has been extracted from the Company's 2005 annual report. The pro-forma statement of financial position has not been audited.

Statement of Financial Position

	30/06/2005 S	Pro-forma S
CURRENT ASSETS
Cash	262,154	2,751,994
Receivables	28,146	28,146
Investments
Other	34,500	34,500
TOTAL CURRENT ASSETS	324,800	2,814,640
NON CURRENT ASSETS
Other financial assets	210,196	210,196
Property, plant and equipment	16,429	16,429
Exploration and investment expenditure	1,853,735	1,853,735
TOTAL NON CURRENT ASSETS	2,080,360	2,080,360
TOTAL ASSETS	2,405,160	4,895,000
CURRENT LIABILITIES
Payables	56,597	56,597
Provisions	28,291	28,291
TOTAL CURRENT LIABILITIES	84,888	84,888
TOTAL LIABILITIES	84,888	84,888
NET ASSETS	2,320,272	4,810,112
EQUITY
Contributed equity	22,724,856	25,214,696
Accumulated losses	(20, 404, 584)	(20, 404, 584)
TOTAL EQUITY	2,320,272	4,810,112

$6.$ RISK FACTORS

$6.1$ 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's earnings 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.

Currency. The Company's future revenue, if any, that it may derive from the Pinut-an gold project at Panaon Island in the Philippines may be in US dollars whilst its cost basis will be payable in Philippine pesos or Australian dollars.

The exchange rates between the various currencies are affected by numerous factors beyond the control of the Company. These factors include economic conditions in the relevant country and elsewhere and the outlook for interest rates, inflation and other economic factors. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities, together with the ability to fund those plans and activities.

Political Risks. Changes in the general political climate particularly in the Philippines and on a global basis, including domestic security and tenement licensing and permiting may affect the sales volumes and prices of products, operating costs, financial costs, the relative attractiveness of other types of investment and therefore the price of the Company's securities.

Sovereign Risks. The Pinut-an gold project is located in the Philippines. The Philippines has had a couple of changes in Government in less than two decades by means of "people power" or mass demonstration of the people. In both instances, the change of Government had been widely accepted and soon thereafter the institutions of government functioned normally. Changes in exchange rates, control or regulations fiscal and regulatory regimes, labour unrest, inflation or economic recession could likewise affect the Company's business in the Philippines. The management of the Company will closely monitor events and take advice, if necessary, from experts to prepare for any eventualities.

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.

Title risks – Philippines. The current mining legislation was introduced in the Philippines in 1995, which involved converting previous mineral tenements to a new title system. The implementation of this new legislation has resulted in significant delays in the tenement approval process. All companies investing in mineral exploration in the Philippines have to operate under similar conditions with the possibility of an application being delayed, rejected or challenged.

Land access – Philippines. Immediate access to mineral tenements in the Philippines cannot in all cases be guaranteed. The operator of the Pinut-an gold project at Panaon Island in the Philippines may be required to seek consent of land holders or other persons or groups with an interest in real property encompassed by, or adjacent to, the Pinut-an gold project tenements. Compensation may be required to be paid by the operator of the Pinut-an gold project to land holders in order that it may carry out exploration and/or mining activities. Native title exists in the Philippines and is governed by law. Where applicable, agreements with indigenous groups have to be in place before a mineral tenement can be granted.

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.

$7.$ ADDITIONAL INFORMATION

$7.1$ 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:

• the effect of the Offer on the Company; and $\ddot{\phantom{0}}$
• the rights and liabilities attaching to the New Shares and Options.

As the Company has been listed on the ASX for approximately 16 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:

• $(a)$ the annual financial report of the Company for the year ended 30 June 2005 which has been lodged with ASIC; and
• all documents used to notify the ASX of information concerning the Company under the $(b)$ ASX Listing Rules relating to continuous disclosure during the period after lodgement of the Company's 30 June 2005 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 2005 with ASIC:

Announcements	Date lodged with ASX
Lodgement of annual report and notice of annual general meeting	21/10/2005
Quarterly report to 30 September 2005	31/10/2005
Outcome of annual general meeting at which all resolutions were passed unanimously on a show of hands	24/11/2005
Announcement of the proposed Issue and lodgement of preliminary Appendix 3B notice	27/1/2006
Correction to announcement of the proposed Issue.	27/1/2006
Quarterly report to 31 December 2005	30/1/2006
Letter from ASIC refinancial report for the year ended 30 June 2005	9/2/2006

Copies of each of the documents listed above may be requested by contacting the Company Secretary at the principal office of the Company. Copies of each of the documents listed above 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

91,604,674 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 five cents each on or before 31 October 2007.

The terms of the 91,604,674 Options proposed to be issued are as follows:

• The exercise price for each Option is \$0.05.
• The Options may be exercised at any time on or before 5.00pm (Sydney time) on 31 October 2007 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 five cents per Share -
• The Options shall be exercisable by the delivery to the share registry of Goldsearch of a $\ddot{\phantom{0}}$ 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 10 l. 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 $\ddot{\phantom{0}}$ 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 l. 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 the 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 Agreement

The Underwriter and the Company have entered into an Underwriting Agreement by which the Underwriter has agreed with the Company to underwrite the whole of the Offer.

Under the Underwriting Agreement, the Underwriter will be required to subscribe for all of the New Shares and Options for which acceptances are not received by the Company from the Shareholders by the Closing Date.

The Company has agreed to pay to the Underwriter an underwriting fee of 6% of the amount to be raised by the Company from the Issue before any expenses, being an aggregate amount of \$164,888.41.

The Underwriting Agreement may be terminated by the 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 the Underwriter.

The Underwriter may be able to terminate the Underwriting Agreement, before the Closing Date, if:

• there is any law introduced into any Federal, State or Territory parliament of Australia or $(a)$ there occurs another event which materially adversely affects the Issue, the financial position of Goldsearch or the Shares;
• $(b)$ ASIC imposes a stop order on the Issue;
• $(c)$ circumstances arise in respect of which a supplementary prospectus or prospectuses must be issued by Goldsearch and the Underwriter gives Goldsearch a written notice electing to terminate the Underwriting Agreement prior to the supplementary prospectus being lodged with ASIC;
• $(d)$ there is an outbreak of hostilities in any one or more of Australia, Japan, the United Kingdom, United States of America or The People's Republic of China;
• there is default by Goldsearch in any of the terms and conditions of the Underwriting $(e)$ Agreement which Goldsearch fails to rectify within 2 business days after receiving written notice from the Underwriter identifying the default;
• $(f)$ the All Ordinaries Index of the ASX closes on three consecutive business days prior to the Closing Date at a level that is 10% or more below the level at the close of trading on 25 November 2005:
• the spot price of gold (expressed in US dollars) as published in the Australian Financial $(g)$ Review, is on three consecutive business days occurring at any time after 25 November 2005 and prior to the Closing Date, 15% or more below the price quoted as at the close of business on 25 November 2005; or

$(h)$ Goldsearch is for any reason unable to issue the New Shares or Options.

The Underwriter will not be able to terminate the Underwriting Agreement under any of the events in (a) to (h) 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

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 has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its 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 has 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 does not make this Offer: has not authorised or caused the issue of any part of this Prospectus; does 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 its name; and to the maximum extent permitted by law, Landerer & Company expressly disclaims and takes no responsibility for any part of this Prospectus other than the references to its name.

Forty Traders Limited has given its consent to be named in this Prospectus as the Underwriter to the Issue in the form and context in which it is named and it has not withdrawn its consent to be named as such in this Prospectus.

$7.10$ 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

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 on issue as at the date of this Prospectus are set out below:

		Existing Shares
Director	Direct	Indirect
J Landerer CBE AM	2,829,936	1,621,565
AG Harris	110,000
RB Leece AM RFD	-	8,662,465
JME Percival	-	2,900,000
TV Willsteed		1,000,000

Notes:

The Directors are entitled to Director's fees and other entitlements for acting as Directors. $(a)$ 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 CBE AM 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.
• $(c)$ Mr John Landerer CBE AM, the chairman of the board of Directors, has agreed to partially sub-underwrite the Issue to a maximum dollar value of \$70,000. Mr Landerer CBE AM will receive a sub-underwriting commission of $5\%$ of \$70,000 (being a commission of \$3.500) from the Underwriter. The sub-underwriting commission will be paid as soon as practicable after the Underwriter receives its underwriting fee. These subunderwriting arrangements were made on arm's length terms and the sub-underwriting commission has been calculated at the same rate as the commission payable to all other sub-underwriters of the Issue.
• Mr John Percival, one of the Directors, has agreed (through Artos Investments Limited, a $(d)$ company controlled by him) to partially sub-underwrite the Issue to a maximum dollar

value of \$150,000. Mr Percival will receive a sub-underwriting commission of 5% of \$150,000 (being a commission of \$7.500) from the Underwriter. The sub-underwriting commission will be paid as soon as practicable after the Underwriter receives its underwriting fee. These sub-underwriting arrangements were made on arm's length terms and the sub-underwriting commission has been calculated at the same rate as the commission payable to all other sub-underwriters of the Issue.

• Mr Terence Willsteed, one of the Directors, has agreed (through Patermat Pty Limited, a $(e)$ company controlled by him) to partially sub-underwrite the Issue to a maximum dollar value of \$50,000. Mr Willsteed will receive a sub-underwriting commission of 5% of \$50,000 (being a commission of \$2,500) from the Underwriter. The sub-underwriting commission will be paid as soon as practicable after the Underwriter receives its underwriting fee. These sub-underwriting arrangements were made on arm's length terms and the sub-underwriting commission has been calculated at the same rate as the commission payable to all other sub-underwriters of the Issue.
• $(f)$ Mr Robert Leece, one of the Directors, has agreed (through Daradine Pty Limited, a company controlled by him) to partially sub-underwrite the Issue to a maximum dollar value of \$50,000. Mr Leece will receive a sub-underwriting commission of 5% of \$50,000 (being a commission of \$2,500) from the Underwriter. The sub-underwriting commission will be paid as soon as practicable after the Underwriter receives its underwriting fee. These sub-underwriting arrangements were made on arm's length terms and the sub-underwriting commission has been calculated at the same rate as the commission payable to all other sub-underwriters of the Issue.

$7.11$ 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 CBE AM is a director and who is also chairman of the board of directors of the Company, has acted as solicitors to the Company in connection with the Issue, the underwriting of the Issue and has performed work in relation to the due diligence process for which it will be paid approximately \$25,000 (exclusive of GST and disbursements), in accordance with the usual hourly charge out rates of Landerer & Company. Landerer & Company has received \$72,220.66 (exclusive of GST) (which includes \$3,785.66 by way of reimbursement of disbursements) for the provision of other legal services provided to the Company during the two years before the date of this Prospectus.
• Forty Traders Limited, which is the Underwriter to the Issue, will receive \$164,888.41 (inclusive of any GST) for agreeing to underwrite the Issue.

$\mathbf{R}$ AUTHORISATION

This Prospectus is dated 9 February 2006 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.

John Morgan Edwin Percival Director

$9.$ GLOSSARY

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

\$ or A\$	Australian dollars
US\$	United States of American dollars
ASIC	Australian Securities and Investments Commission.
ASX	Australian Stock Exchange Limited ACN 006 624 691.
Closing Date	5.00pm Sydney time on 14 March 2006.
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.
Existing Shares	Shares on issue as at the date of this Prospectus.
GST	GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth of Australia
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 91,604,674 Shares to be issued at an issue price of three 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 91,604,674 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 five cents each on or before 31 October 2007.
Prospectus	this Prospectus dated 9 February 2006.
Record Date	7.00pm Sydney time on 20 February 2006.
Shareholders	the holders of Existing Shares as at the Record Date.
Shares	fully paid ordinary shares in the capital of the Company.
Underwriter	Forty Traders Limited, a company incorporated in New Zealand, and having its registered office at 40-42 Anzac Avenue, Auckland, New Zealand.
Underwriting Agreement	the underwriting agreement made between the Company and the Underwriter to underwrite the Issue.

10. CORPORATE DIRECTORY

DIRECTORS & COMPANY SECRETARY

John Landerer CBE AM Non-Executive Chairman

John Morgan Edwin Percival Director - Operations

Albert George Harris Non-Executive Director

Robert Burgess Leece AM RFD Non-Executive Director

Terence Vincent Willsteed Non-Executive Director

Paul Stewart Hewson Company Secretary

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 3 60 Carrington Street SYDNEY NSW 2000 Telephone: 1300 855 080 (from within Australia) +61 3 9415 4000 (from outside Australia) $Fax$ $: 0282345050$

REGISTERED OFFICE

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

PRINCIPAL OFFICE

Level 4 20 Loftus Street Sydney NSW 2000 Telephone: 02 9241 5999 $\therefore$ 02 9241 5599 Fax website: www.goldsearch.com.au

GOLDSEARCH LIMITED

ARN 73 006 545 754 State of Incorporation: Victoria

Computershare

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 253 Sydney New South Wales 2001 Australia Enquiries (within Australia) 1300 855 080 Toutside Australia) 61-3 9415 4000 Facsimile 61 2 8235 8212 web.aueries@computershare.com.au www.computershare.com

Securityholder Reference Number (SRN)

$\frac{0000001}{000000}$ հ|||||_||||||||||||||||||||||||||||||| 000 MR JOHN SMITH 1 FI AT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Entitlement and Acceptance Form

Non-renounceable entitlement issue closing 5.00pm Sydney time on 14 March 2006

Non-renounceable entitlement issue of one New Share and one free attaching Option for every two Shares registered and entitled to participate at the Record Date at an issue price of A\$0.03 per New Share.

Important:

• This document is of value and requires your immediate attention. If you do not understand it, or are in doubt as to how to deal with it, you should consult your accountant, stockbroker, solicitor or other professional adviser immediately.
• Payment is not required for your 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).
• Receipt of this form by 5.00pm Sydney time on 14 March 2006 with your payment will constitute acceptance in accordance with the terms of the Prospectus dated 9 February 2006.

To be completed by securityholder

R		Number of New Shares (and Options) accepted

Amount enclosed at A\$0.03 per New Share (and Option)

		and and and and and and and and and and	and the contract of the contract of the contract of	STATISTICS
	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
					. .

I/We enclose my/our payment for the amount shown below being payment of A\$0.03 per New Share. 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.

GSE	NRM		See back of form for completion guidelines. 012434 - V2
GOLDSEARCH LIMITED	Pin cheque(s) here. Do not staple.
ABN 73 006 545 754	Entitlement X,XXX	Payable X,XXX
Number of New Shares (and Options) accepted Н			Entitlement Number: Amount enclosed at A\$0.03 per New Share (and Option)
		A\$
Payment Details Drawer	BSB Number Cheque Number	Account Number	Amount of cheque
			IAS.
Make your cheque or bank draft payable to "Goldsearch Limited"
Enter your contact details Contact Name			Telephone Number - Business Hours / After Hoars

$IND$

How to complete the Entitlement and Acceptance Form

Please complete all relevant sections of the Entitlement and Acceptance Form using BLOCK LETTERS in black ink. Note that photocopies will not be accepted.

These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.

CHESS holders must contact their Controlling Participant

Lodgement of Acceptance

Acceptance Forms must be received at the Sydney office of Computershare Investor Services Pty Limited by no later than 5.00pm Sydney time on 14 March 2006. Return the Entitlement and Acceptance Form with cheque(s) attached to:

Goldsearch Limited OR Computershare Investor Services Pty Limited GPO Box 253 SYDNEY NSW 2001

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited ("CIS"), as registrar for securities issuers ("the issuer"), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail privacy@computershare.com.au

If you have any enquiries concerning your entitlement, please contact Computershare Investor Services Pty Limited on 1300 855 080.

012434 - V2

$155$

m (ŋ

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

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, 1/1/2003, 24/10/2005.

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).

	+ Class of + securities issued or to be issued	Ordinary fully paid shares with attached options
2	Number of $\pm$ securities issued or to be issued (if known) or maximum	91,604,674 shares and
	number which may be issued	91,604,674 options
3	Principal terms of the *securities (eg, if options, exercise price and	Shares are to be fully paid ordinary shares
	expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities. the conversion price and dates for conversion)	Options are to be exercisable at 5 cents per share at any time until their expiry on 31 October 2007

⁺ 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?	Shares will rank equally with existing quoted ordinary shares ASX code GSE
	If the additional securities do not rank equally, please state: the date from which they do which the extent to they ۰ participate for the next dividend, of - case $fin$ the $\mathbf{a}$ 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	The options to be issued will be a new class of quoted security. Shares issued on exercise of the new options will, from the date of their issue, rank equally with the then existing fully paid ordinary shares
5.	Issue price or consideration	3 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 primarily to finance the exploration and development of the Pinut-an gold project in the Philippines.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	Wednesday 22 March 2006
		Number	+ Class
8	class Number and of all securities quoted on ASX. (including the securities in clause 2 if applicable)	274,814,022 91,604,674	Ordinary shares Options expiring 31 October 2007

⁺ See chapter 19 for defined terms.

Number and ⁺class of all $\overline{9}$ *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
Nil	N/A

Dividend policy (in the case of a $N/A$ $10\,$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is required?	No
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the "securities will be offered	One $(1)$ new share and one $(1)$ new option for each two (2) shares held at the record date
14	+ Class of + securities to which the offer relates	Ordinary shares
15	+ Record determine date to entitlements	Monday 20 February 2006
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	Fractions to be ignored
18	Names of countries in which the entity has *security holders who will not he. sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	All countries except Australia and New Zealand (viz Hong Kong, Singapore, Germany, USA, Canada, Malaysia,, Switzerland, Channel Islands, Japan, Netherlands, Seychelles, Taiwan Province of China and Vietnam)
19	оf Closing date for receipt acceptances or renunciations	5pm Sydney time Tuesday 14 March 2006

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters	Forty Traders Limited (New Zealand)
21	Amount of any underwriting fee or commission	6% or \$164,880
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue	N/A
24	any handling fee Amount οf brokers who lodge payable to acceptances or renunciations on behalf of *security holders	Nil
25.	If the issue is contingent on *security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Friday 24 February 2006
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	N/A
28.	Date rights trading will begin (if applicable)	-N/A
29	Date rights trading will end (if applicable)	N/A
30.	How do *security holders sell their entitlements in full through a broker?	N/A
31	How do + security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

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

33 ⁺Despatch date $N/A$

Wednesday 22 March 2006

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)

$(b)$

• Securities described in Part 1 $(a)$ Й
• 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 $-$ (required information to be provided after allotment)

Tick to indicate you are providing the information or documents

100,001 and over

• 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
• 36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$

37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b) - (not applicable)

• 38 Number of securities for which ⁺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)

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

*Class

Ouotation agreement

• $\mathbf{I}$ *Quotation 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.
• 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.
• 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.

Date: 9 February 2006 (Company secretary)

Sign here:

Print name:

Paul S Hewson

$\frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{$

⁺ See chapter 19 for defined terms.

9 February 2006

Dear Shareholder

Re: Non-renounceable Rights Issue of New Shares and Options

This letter is to notify you that on 9 February 2006 Goldsearch Limited ("GSE") lodged a Prospectus ("Prospectus") with the Australian Securities and Investments Commission for a 1 for 2 non-renounceable rights issue of fully paid ordinary shares ("New Shares") and Options in GSE ("Rights Issue"). You will receive your copy of the Prospectus shortly.

A copy of the Prospectus has also been lodged with the Australian Stock Exchange Limited ("ASX") and can be viewed on the ASX website (www.asx.com.au) and on GSE's website (www.goldsearch.com.au).

The Rights Issue is seeking to raise about \$2,490,000 (after issue costs) and is fully underwritten by Forty Traders Limited, a company linked to an existing substantial shareholder of GSE. The purpose of the Rights Issue is to provide additional working capital primarily to finance the exploration and development of the Pinut-an gold project in the Philippines.

The key information and dates are set out below for your information.

Summary of key information

Type of offer:	Fully underwritten non-renounceable Rights Issue of 91,604,674 New Shares and attaching 91,604,674 Options to security holders with registered addresses in Australia or New Zealand as at the Record Date.
Offer price:	3 cents per New Share. Nothing is payable for the Options, as they are issued free. (One Option is issued for each New Share issued.)
Offer ratio:	1 New Share (plus 1 Option) for each 2 ordinary shares held at the Record Date.
Underwriter and underwriting fee:	Forty Traders Limited has agreed to fully underwrite the Rights Issue for a fee of 6% of the amount raised.

$-2-$

Proposed timetable

The current proposed timetable for the Rights Issue is as follows:

Prospectus date:	9 February 2006
Date existing shares quoted on an ex-entitlement basis:	14 February 2006
Record Date:	20 February 2006
Prospectus mailing date:	by 24 February 2006
Offer closes:	14 March 2006
Despatch date - issue of New Shares and Options:	by 22 March 2006

For further information on your entitlement please contact Goldsearch Limited's Share Registry:

Computershare Investor Services Pty Limited

Telephone:	1300 855 080 (from within Australia) or
	61+3 9415 4000 (from outside of Australia)

Facsimile: $(02)$ 8235 8212

Yours faithfully

Paul S Hewson Company Secretary 9 February 2006

Dear overseas shareholder.

Re: Non-renounceable Rights Issue of New 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 Rights Issue of 91,604,674 New Shares and 91,604,674 attached Options at an issue price of 3 cents per New Share and Option package.

Shareholders registered with Australian or New Zealand addresses will receive an entitlement to the Rights Issue on the basis of 1 New Share and 1 attached Option for each 2 ordinary shares registered in their name at 7.00 pm on 20 February 2006.

Each Option to be issued will entitle the holder to subscribe for 1 fully paid share in the Company at 5 cents per share any time until expiry of the Option on 31 October 2007.

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
• $3₁$ the cost of complying with legal requirements and the requirements of the regulatory authorities in each of the relevant countries.

If you wish to participate in the Rights Issue it will be necessary for you to transfer vour shares to a nominee with an Australian or New Zealand address by 20 February 2006 which is the Record Date for the Issue, provided that does not breach any law in your country.

For and on behalf of the directors of Goldsearch Limited

P S Hewson Secretary