Ann: Notice of General Meeting/Proxy Form, page-2

Award conditions for Tony.

I think if he delivers these results - he will be deserving of reward.

Vesting Conditions
Each Performance Right will vest as follows.
Class Number Vesting Condition
Class A
Performance Right
2,000,000 If at any time whilst Mr James remains employed by the
Company, completion of construction of the Abra
Base Metals Project occurs.
Class B
Performance Right
2,000,000 If at any time whilst Mr James remains an employee of
the Company commencement of commercial
production at the Abra Base Metal Projects (ie.,
achievement of two quarters of positive cash receipts
from customers less cash payments paid to suppliers
and employees) occurs.
Class C
Performance Right
1,750,000 If at any time whilst Mr James remains an employee of
the Company the volume weighted average price
(“VWAP”) of the Company’s shares traded on the ASX
equals or exceeds A$0.60/share for 20 business days.
Class D
Performance Right
1,750,000 If at any time whilst Mr James remains an employee of
the Company the VWAP of the Company’s shares
traded on the ASX equals or exceeds A$0.80/share for
20 business days.


Expiry
Any Performance Rights that have not been exercised prior to the Expiry Date will
automatically expire on the Expiry Date. All unexercised Performance Rights will lapse
five years from their grant date.