...need help .........

.................... i hold ordianary shares please explain...................gosh.....

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The Directors of MSC announce their intention to carry out an equal
access share buy-back plan. Under the terms of the proposed plan, the
Company will offer to buy-back up to 100% of the ordinary shares in
the Company held by each shareholder (subject to a maximum buy-back
of 75 million shares) for a consideration to be satisfied by an issue
by the Company of a new $1.00 Debenture for every 5 shares bought
back.

The directors of the Company appreciate that in recent times, the
share price of MSC has struggled to reflect the value attributable to
the Company's business, and has traded at a significant discount to
the asset backing per share for some time. In consequence the
Converting Note market price has also traded at significant discount
as the minimum conversion price of each Converting Note is 25 cents
per share. The directors of the Company believe that it is in the
best interests of shareholders for the buy-back offer to be made and
that it is appropriate to allow shareholders an opportunity to
realise their investment in the Company in an otherwise relatively
illiquid market for the Company's shares, at a price better than that
likely to be received in the absence of the proposed buy-back and at
a premium to the share price as at the date of announcement of the
buy-back. Any acceptance of buy-back will increase the company's
asset backing per share and the proposed buy-back has the potential
to improve shareholder distribution and create increased liquidity in
MSC shares.

The buy-back offer will be open to all MSC shareholders on an equal
basis and participation by shareholders is entirely voluntary. It is
also a cost effective way for shareholders to dispose of their
interests as there are no brokerage costs associated with the
buy-back.

The Company also intends to offer to buy-back up to all the
Converting Notes on issue by the issue of one new $1.00 Debenture in
exchange for each $1.00 Converting Note (maximum $12.6 million).

In addition to the above mentioned buy-backs the Company intends to
raise a minimum of $5.0 million cash by the issue of new $1.00
Debenture for purposes of development of the Skardon River Kaolin
business.

These buy-backs and proposed debt issue will have the effect of
increasing the Company's currently low level of debt to more
appropriate levels given the significant reduction in project risk
levels achieved in the last two years.

The proposed Debenture issue will be structured as an overall minimum
issue of $10 million, of which $5 million must be cash and the
minimum and maximum available to each class of security is proposed
as follows. In the event of oversubscriptions preferences will be
given as indicated in the order shown (ie 1-3).

CLASS OF SECURITY OVERSUBSCRIPTIONS MINIMUM MAXIMUM
PREFERENCES ISSUE ISSUE
BY CLASS

1 Cash Issue $30.0 mill $5.0 mill $30.0 mill

2 Converting Notes )
(Buy-back) ) Pro rata basis Nil $12.6 mill
)
3 Shares (Buy-back) ) Nil $15.0 mill

Total maximum new Debenture Issue (all classes) $30.0 mill

The proposed share buy-back, Converting Note buy-back and proposed
debenture issue will be subject to shareholder approval to be sought
at the forthcoming general meeting for a total issue of up to $30
million of new $1.00 Debentures. The terms and conditions of the
debenture issue are being finalized and a prospectus for the new
issue is being prepared. Generally, an attractive interest rate of
10.5% perannum will be paid quarterly on the debentures, with the
principal investment repaid four years from date of issue. The
debentures will be secured over specific assets of the MSC Group.
Further information will be provided in the Notice of Meeting that
will shortly be made available.

We attach an Appendix 3C with respect to the above buy-back of
shares.


C V Alexander
CHAIRMAN

APPENDIX 3C
ANNOUNCEMENT OF BUY-BACK
(EXCEPT MINIMUM HOLDING BUY-BACK)

Name of Entity
Minerals Corporation Limited

ACN or ARBN
51 002 529 160

We (the entity) give ASX the following information.


INFORMATION ABOUT BUY-BACK

1. Type of buy-back Equal Access

2. Class of shares which is Ordinary
subject of the buy back
(eg, ordinary/preference)

3. Voting rights One for One
(eg, one for one)

4. Fully paid/partly paid (and Fully paid
if partly paid, details of
how much has been paid and
how much is outstanding)

5. Number of shares in the 246,190,755
class on issue


6. Whether shareholder approval Yes
is required for buy-back

7. Reason for buy-back Refer to attached announcement

8. Any other information Buy-back to be satisfied by the
material to a shareholder's issue by the Company of a new $1.00
decision whether to accept Debenture for every five ordinary
the offer (eg, details of shares bought back
any proposed take-over offer
or announcement)

ON-MARKET BUY-BACK

Items 9 to 13 are Not Applicable


EMPLOYEE SHARE SCHEME BUY-BACK

Items 14 to 15 are Not Applicable


SELECTIVE BUY-BACK

Items 16 to 18 are Not Applicable


EQUAL ACCESS SCHEME



19.Percentage of shares 100%
proposed to be bought
back

20.Total number of shares 75,000,000
proposed to be bought
back if all offers are
accepted

21.Price to be offered for 20 cents per share satisfied by 1
shares new $1 Debenture for every 5 shares
bought back

22.Record date for To be advised as the proposed buy-
participation in offer back is subject to shareholder
approval


COMPLIANCE STATEMENT

1. The company is in compliance with all Corporations Law requirements
relevant to this buy-back.

2. There is no information that the listing rules require to be
disclosed that has not already been disclosed, or is not contained
in, or attached to, this form.

C V Alexander
DIRECTOR
30/04/2003