ANNOUNCEMENTS

2001 Announcements

for quarter ending 30 September, 2001

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for quarter ending 30 June, 2001

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The Company's Annual General Meeting was held today in accordance with the Notice of Meeting issued to all shareholders.

The resolution to re-elect Mr. Bruce J Paterson as a director of the Company was passed by a show of hands.

Proxy details in respect of this resolution were as follows :

(i) there were 94,545,101 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 10,000 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(III) there were 0 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 105,641 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion;

The resolution to elect Mr. Christopher P Melloy as a director of the Company was passed by a show of hands.

Proxy details in respect of this resolution were as follows :

(i) there were 94,535,101 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 20,000 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 0 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 105,641 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion;

The resolution to elect Mr. Pieter W, Greeff as a director of the Company was passed by a show of hands.

Proxy details in respect of this resolution were as follows :

(i) there were 94,535,101 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 20,000 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 0 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 105,641 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion;

Resolution 5. as set our in the Notice of Meeting to approve of the granting of options to Directors was passed by a show of hands.

Proxy details in respect of this resolution were as follows :

(i) there were 93,981,224 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 572,645 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 20,000 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 86,741 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion;

Resolution 6. as set our in the Notice of Meeting to approve of an increase to the aggregate amount of Directors Fees was passed by a show of hands.

Proxy details in respect of this resolution were as follows :

(i) there were 93,867,277 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 641,840 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 34,752 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 116,741 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion;

Yours sincerely


Andrew J Cooke
Company Secretary

The following addresses are to be presented to the Company's Annual General Meeting to be held today and are announced in accordance with Listing Rule 3.13.3:

The Chairman's Address will be presented by Mr. Robert J. Barton as alternate Director for Mr. George S. Tahija:

I would like to make a few comments on the situation in Indonesia, the activities of your company and recent changes to the Board of Directors of your company.

In the absence of effective Government, the political situation in Indonesia continues to be tense as individuals and political parties jostle for power. Sadly, there is little evidence of any individual or party attempting to articulate a national agenda for reconstruction of the country's economy or alleviation of poverty.

The present phase of the impasse is probably approaching an end. In February a memorandum was issued to the President, Gus Dur, by Parliament, warning him that his performance had to be improved. As Parliament believes the response to that letter was inadequate, a second memorandum was issued at the end of April. Unless the political elite are able to strike a compromise deal amongst themselves, it seems probable that Gus Dur will be impeached when Parliament next convenes in August. In that event, the Vice President, Megawati Soekarnoputri, would become President. She is reputedly not enthusiastic about this prospect as she feels her chances of completing her term in office are not much better than those of Gus Dur, given the attitude and ambitions of the cast of political players. In other words, there is doubt that the removal of Gus Dur from the presidency will lead to sustainable political stability.

The struggle around the Presidency has had the effect of creating a near paralysis from the perspective of policy making. The absence of political direction at a time when the world's financial markets are fragile has taken its toll on the value of the Indonesian Rupiah, which has tumbled during the past month to its lowest level against the dollar since early 1998. At around 11,500 rupiahs to the US dollar, it is now about 80% weaker than it was this time last year.

Business confidence rose sharply during 2000 and continued to be strongly positive until the latest attack on the Presidency of Gus Dur intensified in March. The political imbroglio has dented business activity and, since March, there has been a noticeable decline in business confidence. However, most business people remain reasonably sanguine about the medium term prospects. Our view, which I believe is widely shared, is that sustainable economic recovery will not be possible until the country has political stability. Only with political stability can the over-arching issues of social disorder, effective implementation of the rule of law and completion of the process of clearing distressed corporate assets be resolved. Until there is political stability and political direction, new foreign investment will be minimal and the social and economic outlook for the country will be bleak. Investors will also want to see institutional reform and a commitment to good governance in both the public sector and the private sector. This implies a determination to curtail corrupt practices.

The good news is that the process of democratisation is well and truly underway as evidenced by a free and vociferous media and a boisterous Parliament. These institutions have created a new transparency in the country. It is perhaps worth noting that Indonesia is one of very few countries, if not the only country, that has ever attempted to make three major transitions at one time: from dictatorship to democracy, from central government control to devolved regional autonomy, and from a muzzled press to a free press. Institutional reform and reconstruction to meet the consequences of these transitions will take some time - several years at least.

At the end of last year a regional autonomy law was enacted devolving power and authority to the 32 provinces and 300 or so districts of Indonesia. Unfortunately necessary supporting legislation has not been enacted and regional authorities are struggling to work out how they should legislatively administer their localities as well as staff and finance their activities. The situation has caused enormous confusion, with particularly acute effects on land based activities such as mining and minerals exploration. The combination of social disorder with regulatory uncertainty has caused many foreign mining companies to scale back, or withdraw from their Indonesian operations.

Notwithstanding the difficult environment, we have continued to make progress both on the corporate front and with our exploration activities in Cibaliung. Important milestones include:

• successful completion of the company's rights issue which closed in December last year, raising $9.5 million and increasing the share register by over 500 new shareholders. For a junior exploration company, we now have a respectably healthy balance sheet;
• Completion of over 10,000 metres of drilling at Cibaliung since March 2000, significantly extending mineralisation and providing management with great encouragement;
• Identification of attractive acquisition opportunities, several of which are being actively pursued: these opportunities would not have been available to us in more normal circumstances. I am sure you would like to join with me in congratulating our Managing Director, John Carlile, on signing a Heads of Agreement under the terms of which Austindo Resources will acquire, in consideration of a royalty, the Toka Tindung project from Aurora Gold Ltd. This project has a resource of approximately 1.5 million ounces and, if completed, this acquisition will represent a great step forward for your company.
• Restructuring the board of directors with the appointments of Mr. Christopher Melloy, a mining engineer by profession, who is a senior manager of the Lion Selection Group, and of Mr. Pieter Greeff who was previously responsible for the mining operations of Newcrest Mining Limited. Chris and Pieter bring a wealth of experience to your board in developing, financing and operating mines which will be of inestimable value to your company. At this time I would like to thank the directors who have stepped down from the board since the last AGM. Bruce Watson's was one of those directors and his corporate experience in general and corporate finance skills in particular will be keenly missed. However, we all wish him well in his new role as head of corporate finance at Westpac.

Helped by the Austindo Group of Indonesia, positive relationships have been established with the local authorities in the new province of Banten and the local communities around the Cibaliung exploration site. With the advent of local autonomy, community relations and other regional issues have assumed a high priority in Indonesia The success of any land based operation depends on getting these matters right. You may be interested to know that the Austindo Group, a 46% shareholder of your company, has initiated a Community Development Forum that brings together like-minded companies, including a number of prominent, international companies, to discuss and debate community and regional issues. Through monthly meetings of the Forum, a valuable body of knowledge is being gathered, relevant to local communities and Regional government matters. The aim of Austindo and other forum members is to be recognised as partners in community and regional development and not to be seen as invaders or exploiters of the territory in which they operate.

The Austindo Group has confirmed its support of your Company by taking up its rights in the Company's recent Rights Issue. Substantial support was also received from other shareholders. We are grateful for this confidence at a time when neither the gold price nor the Indonesian situation was particularly favourable. We recognise that, risk capital for exploration in Indonesia is scarce. We value the risk capital we obtain and will strive to apply it with maximum effect for the benefit of our shareholders.


The Managing Director's Address will be presented by Mr. John C. Carlile:

I am pleased to take this opportunity to talk to you about the considerable progress the Company has made over the last year or so.

With the continuing difficulties in Indonesia and the low gold price, there has been a marked decline in exploration in the country.

On the positive side, this situation has created opportunities for investment that otherwise would not have been within our reach.

The uncertainty created by the introduction of regional autonomy that has deterred others has added a new level of complexity to our own activities.

We now spend a much greater proportion of our time dealing with non- technical issues. However these complexities do not prevent us from carrying on our business and we have been able to continue exploration at Cibaliung and to seek new opportunities.

I am pleased to report to you that we have made major progress toward achieving our two main objectives which are:

1. To increase our resource base at Cibaliung, and
2. To broaden our portfolio through acquisition

These successes are not yet reflected in our share price. However, with strong results and a clear strategy to achieve growth and production, I am confident that in due course, there will be a proper recognition of the Company's potential and value in terms of its share price.
Before addressing our achievements in Indonesia, I would like to briefly comment on the financial results of the Company.

The Group's cash position at balance date was strong with $10.7million in reserves. This is a result of our Rights Issue at the end of last year which raised $9.5 million.

The support of the Austindo Group of Indonesia, the Lion Selection Group, and ABN AMRO Morgans as underwriter, were key to the success of the issue and we thank them for their ongoing support.

Given the current market sentiment towards junior resource companies, particularly those exploring for gold in Indonesia, the Rights Issue was timely. The prospects of raising new capital at the moment would be slim.

After the Rights Issue net assets had increased to $10.9 million compared to $0.5 million twelve months earlier. The Group remains debt-free other than $1 million in convertible notes. Other than cash, the major asset of the Group, is the Cibaliung Project.

Cibaliung expenditure carried forward amounts to $2.5 million. At year end the Company held a 63% interest in the project. This has subsequently increased to 67% due to dilution of our joint venture partner who has elected not to contribute to expenditure for 2001. We anticipate that by year end our interest will further increase to over 70%

The Group operating loss was $3.4 million. This was attributable to Cibaliung Project acquisition costs not carried forward, costs and provisions in relation to the termination of the Saran Project and corporate administration costs of the holding company.

With over $9 million in cash at the end of the March quarter, the Company is in a healthy financial position; however these funds must of course be applied effectively and we are determined to do this.

Turning to operations, our major focus has been exploration at Cibaliung and the search for suitable acquisition or joint venture opportunities.

As most of you would be aware, Cibaliung is a high-grade epithermal gold vein system located in west Java in what is now the new province of Banten.

Other examples of this type of deposit in Indonesia are Gunung Pongkor in West Java, which is owned by Aneka Tambang, and Gosowong in Halmahera, which is majority owned by Newcrest. It is encouraging to note that both of these projects have continued to operate despite the difficulties in Indonesia.

Drilling at Cibaliung by the Company commenced in March 2000. By the end of March this year 35 holes totaling just short of 10,000 metres had been drilled.

Drilling was primarily designed to expand the current inferred resource. This it has done.

Some highlights of the drilling to date include:

Higher grade intersections, such as;

• AC-1 : 10.50 metres at 25.9 g/t Au and 193 g/t Ag (Cikoneng)
• AC-27A : 16.20 metres at 16.6 g/t Au and 114 g/t Ag (Cibitung)

and ...
Broader intersections, such as;

• AC-10: 37.40 metres at 6.2 g/t Au and 50g/t Ag (Cikoneng)
• AC-31 : 27.05 metres at 9.1 g/t Au and 64 g/t Ag (Cibitung)

All of these are downhole intersections and do not represent true thicknesses. Nevertheless they do demonstrate the occurrence of both high grade and wide portions of the vein system.

We are currently finalising a new resource statement which we will release shortly. The new resource statement is expected to show a meaningful increase in the inferred resource of 300,000 ounces of gold that we announced in November 1999.

While recent results are positive, it is important to remember that epithermal systems such as Cibaliung are typically characterised by an erratic and irregular distribution of gold. We must continue to anticipate both good and bad drilling results in this sort of system.

As drilling continues, we are also seeking to locate new vein systems within the prospective tenement area. Looking through post mineral cover, which hides mineralisation, is the key exploration problem in young volcanic areas such as Cibaliung.

A technique known as the Mobile Metal Ion technique or MMI can, in some cases, see through post mineral cover. We have tested this technique on known areas of mineralisation at Cibaliung and results look encouraging. We are now conducting an MMI soil program which will hopefully identify new targets.

The aims of this year's program at Cibaliung are:

1. to further increase the inferred resource; and
2. to locate new targets and resources within the tenement area.

We expect to spend in the order of A$2.7 million on this program.

Moving on from Cibaliung, I am delighted to confirm that the Company has now embarked on its next major acquisition in Indonesia.

As we announced yesterday a Heads of Agreement has been executed with Aurora Gold Ltd to acquire its 85% interest in the Toka Tindung Gold Project in North Sulawesi.

Subject to successful due diligence, the Company will pay Aurora a gross royalty equating to 1.7% of gold contained in dore and a 1.7% NSR on any gold and copper in concentrate. The gold royalty is capped at an aggregate of 1.5 million ounces. No other consideration is payable to Aurora.

The main Toka Tindung deposit is a broad zone of gold bearing quartz veins and stockworks. It has a north-south strike length of over 1.7 km and is up to 200 m wide.

The published Mineral Resource of the main Toka Tindung Project area is 14 million tonnes grading 3.2 g/t Au and 8 g/t Ag. This equates to approximately 1.5 million ounces of contained gold or 5 times that of the inferred resource of Cibaliung that we announced in November 1999.

Feasibility studies have been completed and the project has been on care and maintenance since September 1999.
Issues associated with the project include:

1. the presence of small scale mining activities in parts of the tenement area;
2. environmental damage that has been caused by those operations;
3. uncertainties that have arisen due to the introduction of regional autonomy.

We will of course be very thorough in our due diligence. However, at this stage, it appears that these issues can be managed. The support of our major Indonesian shareholder will be invaluable in this regard.

If successful, the acquisition of Toka Tindung would significantly enhance the existing resource base, and represent a major step forward for the Company.

In conclusion:

• Cibaliung has advanced - results are encouraging and a significant increase in the resource is likely;
• We have raised sufficient capital to fund ongoing activities;
• We have secured the right to acquire the Toka Tindung project which, if completed, will add at least 1.5 million ounces to our resource inventory; and
• We are continuing to pursue new acquisition opportunities that will add value to the Company;

I believe that we are moving forward not withstanding the challenging circumstances.

Yours sincerely


Andrew J Cooke
Company Secretary

Notice of Annual General Meeting

NOTICE is given that the Annual General Meeting of the Company will be held at the Hotel Intercontinental, Premier's Room (Lobby Level Two), 117 Macquarie Street, Sydney at 10.00 a.m. on Tuesday 22 May, 2001.

BUSINESS

1. Receipt of the Company's financial report and the directors' report and the auditor's report for the year ended 31 December, 2000.
2. To re-elect Mr. Bruce J. Paterson as a director of the Company, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election.
3. To elect Mr. Christopher P. Melloy as a director of the Company, who having been appointed as a director since the last Annual General Meeting, retires in accordance with the Constitution of the Company, and being eligible, offers himself for election.
4. To elect Mr. Pieter W. Greeff as a director of the Company, who having been appointed as a director since the last Annual General Meeting, retires in accordance with the Constitution of the Company, and being eligible, offers himself for election.
5. To consider, and if thought fit, to pass the following resolution:
   
   That, for the purposes of Section 208 of the Corporations Law and Listing Rule 10.14 of the Listing Rules of Australian Stock Exchange Limited and all other purposes, the Directors of the Company be authorised to grant and issue to themselves for no consideration, the number of options (each to subscribe for one fully paid ordinary share in the capital of the Company at an exercise price of 7.0 cents per share and with an expiry date of 22 May 2006) set out opposite their respective names below pursuant to and in accordance with the Rules of the Employees and Contractors Option Plan of the Austindo Group
   
   Director Number of Options
   to be Allotted
   
   

   Mr. John C. Carlile, Managing Director & CEO	2,000,000
   Mr. George S. Tahija, Non-executive Chairman	500,000
   Mr. Bruce J. Paterson, Non-executive Director	500,000
   Mr. Christopher P. Melloy, Non-executive Director	500,000
   Mr. Pieter W. Greeff, Non-executive Director	500,000

   
   A voting exclusion statement is included at Section 4 of the attached Explanatory Memorandum.
   
   
6. To consider and, if thought fit, to pass the following resolution:
   
   "That, for the purposes of Listing Rule 10.17 of the Listing Rules of Australian Stock Exchange Limited and all other purposes, group directors fees from the date of this meeting until further resolution of the Company be increased by $84,000 per annum to $120,000 per annum, to be divided among the directors in such proportion and manner as they shall from time to time agree or, in default of agreement, equally."
   
   A voting exclusion statement is included at Section 4 of the attached Explanatory Memorandum.

By order of the Board
Andrew J. Cooke
Company Secretary

Proxies

• A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy or not more than 2 proxies to attend and vote instead of the shareholder.
  
  
• Where 2 proxies are appointed:

  (i) a separate Proxy Form should be used to appoint each proxy;
  (ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.

• A shareholder can appoint any other person to be their proxy. A proxy need not be a shareholder of the Company. The proxy appointed can be described in the Proxy Form by an office held e.g. "the Chair of the Meeting".
  
  
• In the case of shareholders who are individuals, the Proxy Form must be signed:

  (i) if the shares are held by one individual, by that shareholder;
  (ii) if the shares are held in joint names, by any one of them.

• In the case of shareholders who are companies, the Proxy Form must be signed:

  (i) if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form);
  (ii) in the case of any other company , by either 2 directors or a director and secretary.
  
  The use of the common seal of the company , in addition to those required signatures, is optional.

• If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a company outside those referred to above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy Form, must be received by the Company by the time and at the place specified below.
  
  
• A Proxy Form accompanies this notice. To be effective, Proxy Forms (duly completed and signed) must be received by the Company:

  (i) at its Registered Office at Level 9, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000, Australia; or
  (ii) by facsimile on (61 - 2) 9241 6714,
  
  no later than 24 hours before the time for the holding of the meeting.

Shareholders who are entitled to vote

• In accordance with section 1109N of the Corporations Law, the directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 10.00 am (Sydney time) on Monday, 21 May 2001.
• A voting exclusion statement is included in Section 4 of the attached Explanatory Memorandum.

Explanatory Memorandum

1. RESOLUTION 5 - ISSUE OF OPTIONS TO DIRECTORS

1.1 Background

Shareholders approved a Staff Incentive Scheme for the Company at its Annual General Meeting held on 30 October 1992. Pursuant to a Directors' Resolution dated 9 April 2001, this scheme was discontinued and a new scheme was approved known as the Employees and Contractors Option Plan of the Austindo Group. The granting of options to Directors requires shareholder approval in order to comply with the Corporations Law and the Listing Rules of the Australian Stock Exchange Limited.

1.2 Options previously granted pursuant to 1992 staff incentive scheme to be Cancelled

At the Company's Annual General Meeting held on 22 May 1998 shareholders approved the granting of options for no consideration to Directors and officers of the Company. Each of those options entitled the grantee to subscribe for one fully paid ordinary share in the capital of the Company at an exercise price of 20 cents per share on or before 20 May 2003.

Three current Directors of the Company were the recipients of options at that time and they have each agreed to cancel those options upon the granting of new options referred to in 1.4 below:

1.3 Details of the Employees and Contractors Option Plan of the Austindo Group

Pursuant to a Directors' Resolution dated 9 April 2001 the Director approved a new incentive scheme known as the Employees and Contractors Option Plan of the Austindo Group (the "Scheme").

Under the Scheme options may be granted to Eligible Persons and their associates. Eligible Persons are defined to include:

(a) a full-time employee of the Company and any entity controlled by the Company (the "Company Group");

(b) a permanent part-time employee of the Company Group;

(c) a person who is in an independent contractor relationship with the Company Group and provides goods and services to the Company Group;

(d) a full-time, or permanent part-time, employee of a person under (c);

(e) a person who is a director, alternate director or company secretary of the Company or any entity n the Company Group.

The Board of Directors may at any time grant options to Eligible Persons subject to the Rules of the Scheme.

An Eligible Person who has been invited to participate in the Scheme may nominate a person who is an associate of the Eligible Person to be the grantee of the options offered. Associate is defined in the Scheme to have the same meaning as it has in section 139GE of the Tax Act and includes a relative, a company in which the Eligible Person holds at least one share or a trustee of a trust where the Eligible Person is capable of benefiting under the trust.

At any time the number of shares the subject of options which are both unexercised and unexpired, together with the number of shares issued as the result of the exercise of options granted pursuant to the Scheme, shall not exceed 5% of the issued capital of the Company.

No consideration is payable by any person in respect of the granting of options pursuant to the Scheme however option holders must pay the full exercise price to the Company at the time that they elect to exercise any option.

The Directors are permitted to specify the exercise price of options granted pursuant to the Scheme. In so doing they may specify the exercise price as a fixed amount or as an amount determined by reference to the market price of the shares of the Company.

In addition the Directors may specify the period within which options may be exercised, any performance hurdles that must be satisfied and any other requirements that must be satisfied in relation to the exercise of options.

The options granted pursuant to the Scheme are non transferable and will not be quoted on any stock exchange.

Shares allotted as a result of the exercise of options will rank pari passu with all other shares of the Company and the Company will make application for such shares to be quoted on the Australian Stock Exchange.

Options granted pursuant to the Scheme lapse at the end of any expiry date (if one is specified) or when the option holder (or the Eligible Person if the options were granted to an associate) ceases to be an Eligible Person for any reason.

Options granted pursuant to the Scheme do not give any right to participate in any dividend or any new issue of securities of the Company unless the option holder exercises the option prior to the relevant record date.

The number of shares over which options may be exercised will be increased where the Company effects a bonus issue by the number of shares which the option holder would have received if the option had been exercised before the record date for the bonus issue.

The exercise price of options will be reduced in accordance with the formula set out in Australian Stock Exchange Listing rule 6.22 if there is a pro rata issue to shareholders.

Equally the rights of the option holder will be changed to the extent necessary to comply with the Listing Rules of the Australian Stock Exchange in the event of any reorganisation of the capital of the company.

The Scheme also contains certain provisions which allow the Company to cancel options during a takeover period. Where the takeover price exceeds the exercise price of any such cancelled options, the Company must pay the option holder an amount equal to such excess. In addition an option holder may exercise any options (which have not been cancelled) during a takeover period despite the fact that the exercise may be outside a specified exercise period or a performance hurdle may not have been satisfied.

1.4 Number of new Options Proposed to be Granted and nomination of associates

Pursuant to the Scheme, the Company proposes to grant the following options, each to subscribe for one fully paid ordinary share in the capital of the Company at an exercise price of 7.0 cents per share and with an expiry date of 22 May 2006, to the following Directors of the Company:

In accordance with the provisions of the scheme the following Directors have (to date) nominated associates they wish to be the grantee of the options offered:

1.5 Details of the Options to be Granted to Directors

The options to be granted to Directors have an exercise price of 7.0 cents.

The options have an expiry date of 22 May 2006 or will lapse before that date when each Director ceases to be an Eligible Person (refer section 1.3 above).

There are no performance hurdles which must be satisfied before the options are exercisable however only that number of options as set out below may be exercised after the respective dates (and before the expiry date of 22 May 2006):

If a takeover bid is made for the shares in the Company then, at any time during the takeover period (being from the start of the offer period until one month after the end of the offer period):

(a) the Company may give the option holder not less than 7 days written notice of the intention of the Company to cancel one or more of the options;

(b) the Company may, at any time after expiry of that notice during the takeover period, cancel such number of options.

If the value of the takeover offer for shares exceeds the exercise price of options cancelled during a takeover period as described above then the Company must pay to the option holder an amount equal to such excess.

1.6 Part 2E.1 of the Corporations Law

Part 2E.1 of the Corporations Law prohibits the Company from giving a financial benefit to a related party of the Company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or

(b) prior shareholder approval is obtained to the giving of the financial benefit.

For the purposes of Part 2E.1, each of the Directors of the Company are considered to be related parties of the Company.

The proposed grant of options to subscribe for fully paid ordinary shares described above under the Scheme involves the provision of a financial benefit to related parties of the Company and, therefore, requires prior shareholder approval.

In accordance with section 219 of the Corporations Law, the following information is provided to shareholders to allow them to assess the proposed issue of options to subscribe for ordinary shares to each of the Directors under the Scheme:

(a) Each of the Directors named in paragraph 1.4 above is a related party of the Company to whom the proposed resolution would permit the financial benefits to be given.

(b) The nature of the financial benefit to be given to each such person is the granting for no consideration of the number of options to subscribe for ordinary shares set out opposite their names in section 1.4 above. The exercise price of the options will be 7.0 cents per share. The options are exercisable at any time. The options will lapse when each such person ceases to be a Director or an Eligible Person as defined in the Scheme

(c) None of the Directors wishes to make a recommendation about the proposed resolution because each has a direct financial interest in the financial benefit proposed to be given to them, namely, each is the proposed grantee of the options.

(d) Each of the Directors identified in Resolution 5 has an interest in the outcome of the proposed resolution. The respective interest of each arises because each is a proposed recipient of options to subscribe for fully paid ordinary shares in the capital of the Company under the Scheme as set out above.

(e) If options granted pursuant to the Scheme are exercised, the effect would be to dilute the shareholding of existing shareholders. The market price of the Company's shares during the option period will normally determine whether or not option holders exercise the options. At the time any options are exercised and shares issued pursuant to the exercise of the options, the Company's shares may be trading on ASX at a price which is higher than the exercise price of the options.

In the last year the highest price of shares in the Company trading on ASX was 7.5 cents which occurred on 10 May, 26 June, 20 October and 29 December 2000. The lowest price of shares in the Company trading on ASX was 3.2 cents which occurred on 27 March, 2 April and 4 April 2001. The share price during this period traded at various levels. On 9 April, 2001 the closing price of the Company's shares was 3.2 cents.

The Scheme is designed to provide an incentive to Directors, employees and contractors of the Company and to recognise their contribution to the Company's success. Under the Company's current circumstances, the Directors consider that the incentives to Directors, employees and contractors which are represented by the options are a cost effective and efficient incentive for the Company as opposed to alternative forms of incentive such as cash bonuses or increased remuneration.

The directors do not consider there are any opportunity costs to the Company or benefits foregone by the Company in issuing the options under the Scheme.

(f) There is no obligation on the Company to grant the options. Equally there is no discernable detriment to the Company if the options are not granted. The benefits to the Company if the options are granted are based on the view that such options provide an extra incentive, and reward, to grantees if the success of the Company results in the Company's share price rising above the exercise price of 7.0 cents.

(g) The detriment to the Company arising from the granting of such options is that if the share price does exceed 7.0 cents and the options are exercised there is a dilution effect on the existing shareholders.

(h) Neither the Directors nor the Company are aware of any other information that would be reasonably required by shareholders in order to decide whether or not it is in the interests of the Company to pass the proposed resolution.

1.5 ASX Listing Rule 10.14

Listing Rule 10.14 prohibits a listed company from issuing securities to a Director of the Company without the approval of shareholders.

In accordance with Listing Rule 10.15, the following information is provided to shareholders to allow them to assess the proposed issue of options to subscribe for ordinary shares to each of the Directors under the Scheme:

(a) the maximum number of options which may be acquired by each Director under the Scheme is set out in section 1.4 above.

(b) the options will be issued for no consideration and may be exercised at a price of 7.0 cents per share, being at a premium above the market price of the ordinary shares of the Company.

(c) no director or associate of a director has received options under the 1992 staff incentive scheme or the Scheme since the last approval granted by shareholders at the Annual General Meeting of the Company held on 22 May, 1998.

(d) a voting exclusion statement is included at Section 4 of these materials.


2. RESOLUTION 6 - INCREASE DIRECTORS FEES

2.1 Shareholders approved of an aggregate annual amount for Directors fees of $36,000 at the Annual General Meeting of the Company held on 30 October, 1992.

2.2 Your Directors propose that this aggregate annual amount be increased by $84,000 to $120,000, subject to the approval of shareholders.

2.3 Since 1992 there has been an increase in the number of Directors of the Company from 3 to 6. In addition there has been an increase in the obligations on and liabilities of Directors arising from both statute and general law.

2.4 A voting exclusion statement is included at Section 4 of these materials.


3. SECTION 195 OF THE CORPORATIONS LAW

Section 195 of the Corporations Law provides, in essence, that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

As each of the Directors will be receiving options to subscribe for fully paid ordinary shares in the Company as described in Resolution 5 of the Notice of Meeting, each is considered to hold a material personal interest in the consideration of the matter and, therefore, cannot consider the matter at Board level.

Equally, as each of the Directors may receive directors fees as described in Resolution 5 of the Notice of Meeting, each is considered to hold a material personal interest in the consideration of the matter and, therefore, cannot consider the matter at Board level.

However, by reason of section 195(4), the Directors are permitted in such instances to put the matter before the shareholders to consider and resolve upon.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Law and resolved to place the proposed issue to themselves of options to subscribe for fully paid ordinary shares in the Company and the proposed increase of directors fees to shareholders to consider and resolve upon.


4. VOTING EXCLUSION STATEMENT

All Directors and any associates thereof are excluded from voting on resolutions 5 and 6 in the Notice of Meeting.

Accordingly, the Company will disregard any votes cast on resolutions 5 and 6 by any Director or any of their associates, including:

However the Company need not disregard a vote if:

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

While Lion Selection Group Limited is nominated as an associate of Mr. Christopher P. Melloy for the purposes of the Employees and Contractors Option Plan referred to herein, it is not an associate under the Corporations Law and not excluded from voting on Resolutions 5 and 6 as set out in the Notice of Meeting.

for quarter ending 31 March, 2001

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for quarter ending 31 December, 2000

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Austindo Resources is pleased to announce that it has today allotted 172,650,575 ordinary new shares following the successful conclusion of its rights issue announced on 8 November 2000.

As a result of the issue the Company has raised $9.5 million before costs, being $1.0 million greater than the minimum that the Company anticipated raising through the issue.

The issue was partly underwritten by ABN AMRO Morgans Corporate Limited who successfully introduced 545 new shareholders to the Company who subscribed $3.0 million of the total amount raised.

In addition the Directors are pleased that 203 existing shareholders took advantage of the opportunity to top up to a shareholding of 10,000 shares.

The Directors also acknowledge the continuing support of the Austindo Group of Indonesia, as well as the Lion Selection Group of Australia, both of whom subscribed for their full entitlements, thus contributing significantly to the success of the issue.

The funds raised will primarily be used to advance exploration and development of the Cibaliung Project in Banten Province, Java, where the Company has been drilling an epithermal gold vein system since March 2000. The Company believes that the drilling results, which have been reported to date, are encouraging. In addition, some of the funds may be applied to project generation efforts and if successful, to the acquisition of a new project or projects to expand the asset base of the Company. While no specific opportunity has been identified at this stage, the Company intends to maintain its focus on gold exploration in Indonesia.

With the success of the issue the Company is well positioned to capitalise on opportunities in Indonesia where its key strengths lie and geological prospectivity remains attractive.


Yours faithfully


Andrew J Cooke
Company Secretary