1 November 2005

The Manager Company Announcements Office Australian Stock Exchange Limited SYDNEY NSW 2000

Dear Sir/Madam.

Notice of Annual General Meeting

The Company has sent an Amended Notice of Annual General Meeting to shareholders as a result of the original Notice omitting notice of the resolution that the shareholders approve on an advisory basis the remuneration report contained in the Annual Report.

A copy of the amended notice is attached.

Yours faithfully Bluestone Tin Limited

Fiona Van Maanen Company Secretary

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AMENDED NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Bluestone Tin Limited (ABN 25 110 150 055) (the 'Company') will be held at 10.00am (WST) on Tuesday, 29 November 2005 at the Traders Lounge, Hyatt Regency Perth, 123 Adelaide Terrace, East Perth, Western Australia.

AGENDA

BUSINESS

The business of the meeting will consist of:

ORDINARY BUSINESS

$\hat{1}$ Financial statements and reports

To receive and consider the financial statements and reports of the Directors and the Auditors for the year ended 30 June 2005

$2)$ Resolution 1 - Election of Director - Donald Mark Okeby

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Donald Mark Okeby, a director retiring from office by rotation, and in accordance with Rule 3.6 of the Constitution, being eligible, is re-elected as a Director of the Company."

3) Resolution 2 - Election of Director - Warren Shaye Hallam

To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That Warren Shave Hallam, a director retiring from office in accordance with Rule 3.3 of the Constitution, and being eligible, is re-elected as a Director of the Company."

$4)$ Resolution 3 - Appointment of Auditor

To consider and if thought fit, pass the following ordinary resolution:

"That Ernst & Young (Perth, Western Australia) be appointed auditors of the Company."

5) Resolution 4 - Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Remuneration Report for the year ended 30 June 2005 as disclosed in the 2005 Annual Report be adopted."

Note: the vote on this resolution is advisory only and does not bind the directors of the Company.

OTHER BUSINESS

To transact any other business which may be brought forward in accordance with the Company's Constitution.

VOTING ENTITLEMENT

For the purpose of determining an entitlement to vote at the Annual General Meeting, a person will be recognised as a member if that person is registered as a holder of Bluestone Tin Limited shares at 10.00 am on Sunday, 27 November 2005.

Dated: 31 October 2005

For and on behalf of the Board

F. Van Maanen Company Secretary

NOTES

• $(a)$ A member who is entitled to attend and cast a vote at the meeting is entitled to appoint no more than two proxies (who need not be members of the company) to attend and vote on a poll in the members place.
• The appointment of two proxies will be of no effect unless each proxy is appointed to represent a specified proportion of the member's $(b)$ voting rights. A single proxy exercises all voting rights.
• The form of proxy must be signed by a member or the member's attorney duly authorised in writing or if the member is a corporation under $(c)$ its corporate seal or in accordance with section 127 of the Corporations Act 2001 or by its duly authorised attorney or representative. If an attorney is to attend the meeting please submit the relevant power of attorney for noting and return.
• The company has determined in accordance with regulations pursuant to section 1074E of the Corporations Act 2001 that for the purpose of (d) voting at the meeting, shares will be taken to be held by those persons recorded on the company's register as at 10:00 am on Sunday, 27 November 2005.
• A corporation may elect to appoint a representative in accordance with the Corporations Act 2001 in which case the Company will require $(e)$ written proof of the representative's appointment which must be lodged with or presented to the Company before the meeting.
• $(0)$ If you have any queries in relation to proxies please call the Company's share registry, Security Transfer Registrars Pty Ltd, on (08) 9315 0933 during business hours.

EXPLANATORY MEMORANDUM

BLUESTONE TIN LIMITED ABN 25 110 150 055

ORDINARY BUSINESS

$\mathbf{1}$ . Financial statements and reports

Distributed with Notice of Annual General Meeting and to be tabled and discussed.

2. Election of Director (Resolution 1)

Election of Director - Donald Mark Okeby

Mr Okeby has considerable experience in the resources industry both as a Solicitor and as a director of listed companies. He holds a Master of Laws (LL.M) degree. In recent years he has been an Executive Director of Hill 50 Limited and more recently an Executive Director of Abelle Limited. He is presently a director of Metals Exploration Limited and a director of Lynas Corporation Ltd.

$3.$ Election of Director (Resolution 2)

Election of Director - Warren Shaye Hallam

Mr Hallam worked for WMC Resources Ltd (formerly Western Mining Corporation Ltd) for the past 15 years in various technical and commercial roles before resigning in November 2003. In his last position with WMC, he was Group Manager - Corporate Planning and Strategy. Mr Hallam holds a B. App Sci (Metallurgy) and an MSc (Min. Econ). He is presently the Managing Director of Metals Exploration Limited.

4. Appointment of Auditor (Resolution 3)

Appointment of Auditor

Ernst & Young (Perth-Western Australia) were appointed by the Directors as the Auditor of the Company. That appointment only lasts until the next Annual General Meeting of the Company at which time the members must appoint an Auditor. The Auditors have consented to their appointment and have not withdrawn that consent.

5. Approval of the Remuneration Report (Resolution 4)

Approval of the Remuneration Report

In accordance with section 250R(2) of the Corporations Act 2001 the Company is required to present to its shareholders for their consideration and adoption by way of a non-binding resolution the Company's Remuneration Report as disclosed in the Company's 2005 Annual Report.

PROXY FORM

BLUESTONE TIN LIMITED ABN 25 110 150 055

MEMBER/S NAME/S AND ADDRESS (PLEASE COMPLETE, SIGN AND DATE)

Daytime phone contact: ....................................

Е $\overline{\phantom{a}}$

I/we appoint as my/our proxy the person named below at the Annual General Meeting of the Company to be held at 10.00 am (WST) on Tuesday, 29 November 2005 at the Traders Lounge, Hyatt Regency Perth, 123 Adelaide Terrace, East Perth, Western Australia and at any adjournment thereof.

DIRECTING YOUR PROXY HOW TO VOTE

I/we direct my/our proxy to vote in the following manner:

Box C

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote in favour of each of the resolutions with respect to all undirected proxies given to him.

NOTES FOR COMPLETION OF PROXY FORM

BLUESTONE TIN LIMITED ABN 25 110 150 055

APPOINTMENT OF PROXY (see Proxy form)

• To appoint a single proxy tick BOX A, complete name of proxy and sign Proxy Form; OR
• To appoint the Chairman only tick BOX B and sign Proxy Form;
• If you do not wish to instruct the proxy how to vote then you may also tick BOX C.

A proxy appointed to attend and vote for a member has the same rights as the member to vote (to the extent allowed by this appointment) and to join in the demand for a poll. If you mark the abstention box for a particular item, you are directing your proxy not to vote on a show of hands or on a poll and your shares will not be counted in computing the required majority on a poll.

To appoint 2 proxies to exercise a specified proportion of your votes – instead complete the box on the previous page specifying each proxy and the number or proportion of votes for each.

HOW TO SIGN PROXY FORM

• The proxy form must be signed by the member or by the member's attorney. If a joint holding then either shareholder may sign.
• If the proxy is signed by a person who is not the registered shareholder, then the relevant authority or a certified copy should either have been provided previously to the Company or be enclosed with this proxy. If sent by facsimile then the authority must be certified.
• If the member is a corporation, the proxy form must be signed in accordance with its constitution and the Corporations Act 2001, or under the hand of an authorised officer or attorney who has not received any notice of revocation. A person intending to vote shares held in the name of a corporation MUST bring a properly executed authority from the corporation in favour of the person attending.

DEADLINE FOR RECEIPT OF PROXIES

Proxies will only be valid and accepted by the Company if they are signed and lodged (not later than 48 hours before the meeting) with the company before 10.00 am on Sunday, 27 November 2005 by:

• mailing your proxy to the Company at its share registry, Security Transfer Registrars Pty Ltd, PO Box 535, Applecross WA 6953; OR
• depositing your proxy with the Company at its share registry, Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross WA 6953; OR
• faxing your proxy to 08 9315 2233/08 9220 5700 (if within Australia) or +61 8 9315 2233/+61 8 9220 5700 (if sent from overseas).
• $NR$ . Where a proxy form is faxed, the time of receipt will be determined by the receiving fax imprint and not the time as marked from the originating fax.