Hannans Reward NL

Exploring for Gold and Base Metals

20 February 2004

Company Announcements Office Australian Stock Exchange Limited 10^th Floor, 20 Bond Street SYDNEY NSW 2000

Dear Sirs

Free non-renounceable rights issue

As previously advised the Board of Directors have resolved to make a free pro-rata nonrenounceable offer of options to acquire fully paid shares in the Company. The offer is being made to all shareholder registered as at 5pm (WST) on 3 March 2004 on the basis of one option for every two shares held.

Please find attached the Short Form Prospectus and Appendix 3B in relation to the option issue and application for quotation of the options on ASX. The Short Form Prospectus will be despatched to shareholders by 5 March 2004.

To take up their entitlements shareholders must complete the Entitlement and Acceptance Form attached to the Short Form Prospectus and return it to the Company's Share Registry by no later than 5pm (WST) on 26 March 2004.

Yours faithfully,

August Jackson

Damian Hicks Director

HANNANS REWARD NL ABN 52 099 862 129

SHORT FORM PROSPECTUS

For a free non-renounceable rights issue of 1 Option for every 2 Shares held by Shareholders (Rights Issue)

Important Notice

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type but refers to another document the information of which is deemed to be incorporated in this Prospectus.

TABLE OF CONTENTS

1.	CORPORATE DIRECTORY
2.	CHAIRMAN'S LETTER
3.	TIMETABLE AND IMPORTANT DATES
4.	DETAILS OF THE OFFER
5.	INFORMATION DEEMED TO BE INCORPORATED IN PROSPECTUS 8
6.	COMPANY OVERVIEW
7.	EFFECT OF THE RIGHTS ISSUE ON THE COMPANY
8.	OVERSEAS PARTICIPANTS
9.	TERMS OF OPTIONS AND RIGHTS ATTACHING TO SHARES 14
10.	ADDITIONAL INFORMATION
11.	MATERIAL CONTRACTS
12.	$consents 18$
13.	AUTHORITY OF DIRECTORS
14.	DEFINITIONS

Important Notice

This Prospectus is dated 20 February 2004.

A copy of this Prospectus was lodged with the ASIC on 20 February 2004. The ASIC takes no responsibility for the contents of this Prospectus.

No Options will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for the Options offered by this Prospectus to be listed for Ouotation.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for Options. There are risks associated with an investment in Hannans Reward and the Options offered under this Prospectus must be regarded as a speculative investment. The Options offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Options.

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 14 of this Prospectus.

Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. Rather, the Prospectus incorporates by reference information contained in a document that has been lodged with the ASIC.

This Prospectus refers to the disclosure document lodged by the Company with the ASIC on 10 October 2003 for the offer of up to 12,500,000 Shares at an issue price of 20 cents each to raise a total of up to \$2,500,000 (oversubscriptions of up to a further 5,000,000 Shares at an issue price of 20 cents each to raise a further \$1,000,000 were offered). In referring to the October 2003 Prospectus, the Company:

• identifies the October 2003 Prospectus as being relevant to the offer of Options under this $(a)$ Prospectus and containing information that will provide investors and their professional advisers information to assist them in making an informed assessment of:
• $(i)$ the rights and liabilities attaching to:
  • $(A)$ the Options; and
  • the underlying securities: (B)
• the capacity of the Company to issue the underlying securities; and $(ii)$
• the assets and liabilities, financial position and performance, profits and losses and fiii). prospects of Hannans Reward;

• refers investors and their professional advisers to Section 5 of this Prospectus which (b) summarises the information in the October 2003 Prospectus deemed to be incorporated in this Prospectus;

• $(c)$ informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the October 2003 Prospectus by contacting the Company at its registered office during normal business hours during the Offer Period; and

• $(d)$ advises that the information in the October 2003 Prospectus will be primarily of interest to investors and their professional advisers or analysts.

CORPORATE DIRECTORY $\mathbf{1}$ .

DIRECTORS

Mr Richard Scallan Independent Non-Executive Chairman

Dr Ernest Dechow Non-Executive Director

Mr William Hicks Non-Executive Director

Mr Damian Hicks Executive Director

COMPANY SECRETARY

Mr Damian Hicks

AUSTRALIAN BUSINESS NUMBER

ABN 52 099 862 129

PRINCIPAL PLACE OF BUSINESS

85 Maritana Street Kalgoorlie WA 6430

REGISTERED OFFICE

Level 2, 47 Colin Street West Perth WA 6005

Tel: $(08)$ 9480 3757 Fax: (08) 9481 3177

Email: [email protected]

Website: www.hannansreward.com

SHARE REGISTRY

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000

Tel: 1300 557 010 Fax: $(08)$ 9323 2033

SOLICITORS TO THE OFFER

Steinepreis Paganin Lawyers & Consultants Level 14, Citibank House 37 St Georges Terrace Perth WA 6000 www.steinpag.com.au

INDEPENDENT GEOLOGIST

RSG Global Pty Ltd 1162 Hay Street West Perth WA 6005 www.rsgglobal.com

AUDITOR

Ord Partners Chartered Accountants Level 2, 47 Colin Street West Perth WA 6005 www.ordgroup.com.au

INVESTIGATING ACCOUNTANT

Ord Corporate Pty Ltd Level 2, 47 Colin Street West Perth WA 6005

$2.$ CHAIRMAN'S LETTER

20 February 2004

Dear Shareholder

The Board is pleased to offer Shareholders the opportunity to participate in a 1 for 2 nonrenounceable rights issue as proposed in the October 2003 Prospectus.

All Shareholders registered as at 5.00pm WST on 3 March 2004 will be entitled to participate in a non-renounceable rights issue of Options on the basis of 1 free Option for every 2 Shares then held.

Application for official quotation of the Options by ASX will be made and trading is expected to commence on 29 March 2004.

The Closing Date for acceptances is 5.00pm WST on 26 March 2004.

The Board recommends all Shareholders take up their entitlement.

The Board takes this opportunity to thank all Shareholders for your support since listing and looks forward to your continued support in the future.

Yours faithfully

Richard James Scallan Independent Non-Executive Chairman

$\overline{3}$ . TIMETABLE AND IMPORTANT DATES

EVENT	DATE
Prospectus lodged with the ASIC and ASX	20 February 2004
Record Date for determining entitlements under Rights Issue	3 March 2004
Despatch Prospectus	5 March 2004
Closing Date	26 March 2004
Deferred settlement trading commences	29 March 2004

These dates are indicative only. The Directors may extend the Closing Dates by * giving at least 5 Business Days notice to ASX prior to the Closing Date. As such, the date the Options are expected to commence trading on ASX may vary.

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

4.1 Purpose of the Offer

No funds will be raised by the Offer as the Rights Issue is free. The Offer is to meet the Company's commitment to issue Options made in the October 2003 Prospectus.

$4.2$ Rights Issue

The Company is making a free pro-rata non-renounceable rights issue to Shareholders who are registered at 5.00pm WST on 3 March 2004 of up to 16,455,002 Options.

The Options will be offered on the basis of one $(1)$ Option for every two $(2)$ Shares then held. The maximum number of Options which could therefore be issued under the Rights Issue is 16,455,002.

In the calculation of any entitlement, fractions will be rounded down to the nearest whole number.

4.3 Entitlement

The number of Options to which each Shareholder is entitled (Entitlement) is shown on the enclosed Entitlement and Acceptance Form.

Shareholders may accept their Entitlement in full or part by returning a completed Entitlement and Acceptance Form to the Company's Share Registry by 5.00pm WST, 26 March 2004.

4.4 Minimum Subscription

There is no minimum subscription.

4.5 Oversubscriptions

Oversubscriptions will not be accepted.

4.6 Issue Price

Each Option will be issued for free.

4.7 Acceptance

The Rights Issue may be accepted in whole or in part. Acceptance must be received before 5.00pm WST on 26 March 2004. Instructions for completion and lodgement of acceptance are set out on the back of the enclosed Entitlement and Acceptance Form.

4.8 Action Required

If you wish to take up all of your Entitlement, complete the enclosed Entitlement and Acceptance Form in accordance with the instructions set out on the back of the form and lodge the form so that it reaches the Company's Share Registry:

Computershare Investor Services Pty Ltd Level 2 45 St Georges Terrace Perth WA 6000

$\alpha$ r

GPO Box D182 Perth WA 6840

by no later than 5.00pm WST on 26 March 2004.

If you wish to take up part of your Entitlement, complete the enclosed Entitlement and Acceptance Form in respect of the Options you wish to take up in accordance with the instructions set out in the form and lodge the form so that it reaches the Company's Share Registry by no later than 5.00pm WST on 26 March 2004.

No payment is required to accept the whole or part of your Entitlement.

If you do not wish to take up any of your Entitlement, you do not need to take any action and your Entitlement to the Options will lapse.

4.9 Underwriting

The Offer is not underwritten.

4.10 Closing Date

The Closing Date for the Rights Issue is 5.00pm WST on 26 March 2004. The Directors may extend the Closing Date by giving at least 5 Business Days notice to ASX prior to the Closing Date. As such, the date the Options are expected to commence trading on ASX may vary with any change in the Closing Date.

4.11 Offer Period

The Prospectus will be dispatched to Shareholders on 5 March 2004. The Rights Issue closes on 26 March 2004.

4.12 Allotment

The Options will be allotted and issued as soon as practicable after the Closing Date.

Statements of holding for the Options will be mailed as soon as possible after the Closing Date.

No Options will be allotted and issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

4.13 Stock Exchange Quotation

Application for official quotation of the Options by ASX will be made by the Company within seven (7) days of the date of this Prospectus. Application for official quotation of Shares allotted and issued as a result of the exercise of Options issued under this Prospectus will be made within three (3) business days of allotment and issue.

If ASX does not grant permission for Official Quotation of the Options within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Options offered by this Prospectus will be granted. In that circumstance, all applications will be dealt with in accordance with Section 724 of the Corporations Act.

4.14 Overseas Shareholders

Shareholders resident outside Australia should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to accept or deal with their entitlements.

This Prospectus does not constitute an offer in any place in which or to any person whom it would not be lawful to make such an offer

4.15 Escrow

In accordance with the Listing Rules, certain existing restricted security holders will be required to enter into agreements which restrict dealings in Options granted to them under this Prospectus. The restriction period will be for the balance of the escrow period that applies to the initial restricted securities held by them.

4.16 Enquiries

If you have any questions concerning your entitlement, please contact the Company's Share Registry by telephone on $1300557010$ , or fax on $(08)93232033$ , or contact your professional adviser.

INFORMATION DEEMED TO BE INCORPORATED IN PROSPECTUS 5.

5.1 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, however, it incorporates by reference information contained in a document that has been lodged with the ASIC.

The information to be incorporated by reference into this Prospectus is summarised below in sub-section 5.2 and will primarily be of interest to investors and their professional advisers or analysts.

The Company informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the October 2003 Prospectus by contacting the Company at its registered office during normal business hours during the Offer Period. The October 2003 Prospectus will also be available by searching the ASIC's records in relation to Hannans Reward, or by visiting the Company's website at www.hannansreward.com.

$5.2$ Summary of Information Deemed to be Incorporated

Set out below is a summary of the information contained in the October 2003 Prospectus that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the Options, they should obtain a copy of the October 2003 Prospectus.

The Sections referred to below are references to sections in the October 2003 Prospectus.

Section 5 - Company and Project Overview

Section 5 contains a summary of the projects and tenements acquired by Hannans Reward. It provides information relating to the history of exploration and mining activity, geological setting and metallurgy of the mineral exploration tenements.

Section 5 also summarises the intended exploration expenditure in regard to each of the projects noted above.

Section 6 - Board and Management

Section 6 contains information relating to each of the four directors of the Company and the Company's management.

Section 7 - RSG Global Pty Ltd's Report

Section 7 consists of the RSG Global Pty Ltd's Report prepared by the RSG Global Pty Ltd. The RSG Global Pty Ltd's Report describes in detail the geological setting and historical mining and exploration carried out on the Company's mining tenements. The RSG Global Pty Ltd's Report also sets out details of proposed exploration programmes on the mining exploration tenements.

Section 8 - Investigating Accountant's Report

This comprises the Investigating Accountant's Report dated 9 October 2003. The Investigating Accountant's Report was included in the October 2003 Prospectus to assist investors and their financial advisers in making an assessment of the financial position of the Company.

The Investigating Accountant's Report contains the unaudited Statement of Financial Position as at 30 June 2003 and pro-forma balance sheet as at that date reflecting the position of the Company on the basis that various transactions, including the issue of all the Shares offered under the October 2003 Prospectus (excluding oversubscriptions), have been completed.

Based on the scope of their review, which was not an audit, the Investigating Accountant stated that in their opinion the pro-forma statement of financial position as set out in Appendix 2 to the Investigating Accountant's Report presented fairly the pro-forma statement of financial position of Hannans Reward as at 30 June 2003 in accordance with the accounting methodologies required by Australian Accounting Standards on the basis of assumptions and transactions set out in Appendix 3 to the Investigating Accountant's Report.

The Investigating Accountant did not express an opinion on the historical results as shown in Appendix 1 to the Investigating Accountant's Report, but stated that nothing had come to their attention which would require any further modification to the financial information in order for it to present fairly the results of the period identified.

Section 9 - Solicitor's Report on Mining Tenements

Section 9 consists of a report prepared by Steinepreis Paganin, Lawyers & Consultants, on the mining tenements that Hannans Reward has acquired or has acquired an interest The report details the titleholders of the mining tenements and any conditions in. imposed upon the mining tenements.

Section 10 - Risk Factors

Section 10 notes that an investment in Hannans Reward has risks reasonably expected of an investment in a business of its type. It details a number of factors that may impact on the success and future profitability of Hannans Reward. The factors referred to are General Risks, Share Market and Economic Factors, Commodity Price Risk, Government and Legal Risk, Exploration Risks, Environmental Risks and Native Title and Tenement Rights.

Section 11 - Additional Information

Section 11 sets out additional information required to be disclosed in the Prospectus including:

• interests of Directors of the Company, including share qualifications, $(a)$ remuneration and holdings:
• interests of persons named in the October 2003 Prospectus; $(b)$
• $(c)$ details of the consents of persons named in the October 2003 Prospectus;
• rights attaching to Shares; $(d)$
• $(e)$ a statement that the Directors have formally adopted a corporate governance policy:
• a statement that certain existing security holders may be required by ASX to $(f)$ enter into agreements which restrict dealings in Shares held by them;

• $(g)$ expenses of the offer;

• $(h)$ a statement that the Company is not involved in any legal proceedings, nor are any proceedings pending or threatened against the Company:

• $(i)$ availability of an electronic prospectus;
• a statement that the acquisition and disposal of Shares will have tax $(i)$ consequences: and
• a statement that the Directors believe that reliable forecasts cannot be prepared $(k)$ and accordingly have not been included in the October 2003 Prospectus.

6. COMPANY OVERVIEW

6.1 Overview and Reference to October 2003 Prospectus

A comprehensive overview of the Company is set out in the October 2003 Prospectus that was lodged with the ASIC on 10 October 2003 for the initial public offering of 12,500,000 Shares (oversubscriptions of up to a further 5,000,000 Shares were offered). Persons considering subscribing for Options under this Prospectus should refer to Section 5 of this Prospectus for a summary of the information contained in the October 2003 Prospectus deemed to be incorporated in this Prospectus.

As detailed in Section 5.4 and 7 of the October 2003 Prospectus, Hannans Reward had proposed an exploration budget of \$1,289,500 over 24 months. To date, approximately \$410,000 has been expended with the balance proposed to be spent in the next 18-24 months.

The actual manner in which the exploration expenditure is incurred may vary having regard to numerous factors, including the results of ongoing exploration activities and other matters as outlined in Section 7 of the October 2003 Prospectus.

The Directors resolved to allot and issue 17,500,000 Shares at an issue price of 20 cents each pursuant to applications received under the October 2003 Prospectus.

The Company now has 32,910,003 Shares on issue and 200,000 Options on issue.

Hannans Reward was admitted to the Official List on 2 December 2003 with official quotation of its shares commencing on 5 December 2003.

Under the ASX Listing Rules, 11,360,000 Shares and 200,000 Options were subject to escrow restrictions. Accordingly, the Company placed a holding lock on these securities with the Company's Share Register. The numbers and periods of escrow were as follow:

• $(a)$ 100,000 Shares escrowed until 4 February 2004;
• $(b)$ 2,094,000 Shares escrowed until 1 December 2004;
• 9,166,000 Shares escrowed until 5 December 2005; and $(c)$
• $(d)$ 200,000 Options escrowed until 5 December 2005.

A total of 21,650,003 Shares, are quoted on ASX (100,000 Shares having been released from escrow after 4 February 2004).

$6.2$ Pro-Forma Statement of Financial Position

Set out below is a Pro-Forma Statement of Financial Position as at 31 December 2003 based on actual funds raised pursuant to the October 2003 Prospectus. Also set out below is a Statement of Financial Position, prepared by management and is unaudited, as at 31 December 2003.

The rest of this page left blank intentionally

UNAUDITED PROFORMA STATEMENTS OF FINANCIAL POSITION BASED ON FREE PRO RATA ISSUE OF UP TO 16,455,002 OPTIONS

		Unaudited 31 December 2003 $\mathbb{Z}$	Pro-forma Unaudited 31 December 2003 S
Current Assets
Cash	(a)	2,973,906	2,961,406
Receivables		43,892	43,892
Total Current Assets		3,017,798	3,005,298
Non Current Assets
Fixed assets		7,615	7,615
Exploration expenditure		834,098	834,098
Total Non Current Assets		841,713	841,713
Total Assets		3,859,511	3,847,011
Current Liabilities
Accounts payable		6,838	6,838
Borrowings
Total Current Liabilities		6,838	6,838
Total Liabilities		6,838	6,838
Net Assets		3,852,673	3,840,173
Equity
Contributed equity		4,501,537	4,501,537
Accumulated Losses	(a)	(648, 864)	(661, 364)
Total Equity		3,852,673	3,840,173

Proposed transactions adjusting the 31 December 2003 unaudited statement of financial position to the pro-forma statement of financial position are as follows:

(a) The payment of expenses associated with the offer totalling \$12,500, and expensed during the year.

6.3 Exploration Activities Since Listing on ASX

The exploration activities of the Company since listing on 5 December 2003 are summarised in the ASX Announcements referred to in section 10.4 of this Prospectus.

6.4 Circumstances or Matters Subsequent to the October 2003 Prospectus

Other than as stated in this Prospectus, the Company is not aware of any material matter or circumstance that would impact on the contents of the October 2003 Prospectus or the activities and prospects of the Company and be relevant to assist investors or their professional advisers making an informed assessment of relevant matters.

EFFECT OF THE RIGHTS ISSUE ON THE COMPANY $\overline{7}$ .

Under the Offer, up to 16,455,002 Options are available for issue and will be issued if the Offer is fully subscribed. The Options will be issued for no consideration.

Upon completion of the Offer, the issued capital of the Company will comprise 32,910,003 Shares and 16,655,002 Options.

Expenses of the Offer of approximately \$12,500 will be met from the Company's working capital.

8. OVERSEAS PARTICIPANTS

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer.

9. TERMS OF OPTIONS AND RIGHTS ATTACHING TO SHARES

9.1 Terms and Conditions of Options

The material terms and conditions of the Options are as follows:

• each Option entitles the holder, when exercised, to one Share; $(a)$
• $(b)$ the Options are exercisable at any time on or prior to 5pm (WST) on 31 March 2006 by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;
• the Option exercise price is \$0.20 per Option; $(c)$
• $(d)$ an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised;
• subject to the Corporations Act, the ASX Listing Rules and the Company's $(e)$ Constitution, the Options are freely transferable;
• all Shares issued upon exercise of the Options will rank pari passu in all $(f)$ respects with the Company's then ordinary issued Shares. The Company will

apply for official quotation by ASX of all Shares issued upon exercise of the Options:

• $(g)$ there are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least seven (7) business days after the issue is announced. This will give Option Holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and
• $(h)$ if at any time the issued capital of the Company is reconstructed, all rights of an Option Holder are to be changed in a manner consistent with the ASX Listing Rules.

9.2 Rights Attaching to Shares upon Conversion of Options

There is only one class of share on issue in the Company being fully paid ordinary shares. The rights attaching to Shares in the Company are:

• $(a)$ set out in the Constitution of the Company, a copy of which is available for inspection during normal business hours at the registered business office of the Company; and
• $(b)$ in certain circumstances, regulated by the Corporations Act, the Listing Rules, the SCH Business Rules and the general law.

The following is a summary of the principal rights of the holders of Shares in the Company.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares (at present there are none), at meetings of Shareholders of Hannans Reward:

• $(a)$ each Shareholder is entitled to vote in person or by proxy, attorney or representatives;
• $(b)$ on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
• $(c)$ on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall in respect of each fully paid Share held, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

Rights on Winding Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholder or different classes of Shareholders.

Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act, and any other laws and SCH Business Rules and ASX Listing Rules, Shares are freely transferable.

Future Increases in Capital

The allotment and issue of any shares is under the control of the Directors. Subject to restrictions on the allotments of shares to Directors of their associates, the ASX Listing Rules, the Constitution of the Company and the Corporations Act, the Directors may allot or otherwise dispose of shares on such terms and conditions as they see fit.

Variation of Rights

Under the Corporations Act, the Company may, with the sanction of the special resolution passed at a meeting of Shareholders, vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class) whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised, by a special resolution passed at a separate meeting of the holders of the shares of that class.

Dividend Rights

The Directors may from time to time declare a dividend be paid to the Shareholders entitled to the dividend. The dividend as declared shall (subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to a dividend) be payable on all Shares in accordance with but subject to the provisions of Section 254W of the Corporations Act.

10. ADDITIONAL INFORMATION

10.1 Market Prices of Ordinary Shares

Official quotation of the Shares commenced on 5 December 2003 and consequently, the trading history on ASX as at the date of this Prospectus is limited to that period.

The highest and lowest recorded market sale prices of the Shares quoted on ASX during the period from commencement of official quotation to the date of this Prospectus were 33.5 cents on 13 February 2004 and 18 cents on 5, 8 and 9 December 2004 respectively.

The last market sale price of the Shares on ASX on the last day that trading took place in these shares prior to the date of this Prospectus was 30 cents on 19 February 2004.

The Company has no options over Shares that are currently quoted on ASX.

10.2 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the Options. Taxation consequences will depend on particular circumstances. Neither Hannans Reward nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the Options in Hannans Reward or dealing with an entitlement in this Rights Issue.

10.3 Legal Proceedings

There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

10.4 Continuous Disclosure and Documents Available for Inspection

The Company is listed on ASX and its Shares are quoted on ASX.

The Company is a "disclosing entity" for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from or inspected at, an office of the ASIC. This includes the October 2003 Prospectus referred to in Section 5 of this Prospectus.

The Company will provide a copy of all documents used to notify ASX of information relating to the Company under the provisions of the Listing Rules since official quotation on 5 December 2003. As at the time of lodging this Prospectus the only such documents were:

Date	Details
5 November 2003	Disclosure Document
3 December 2003	Admission to Official List
3 December 2003	Pre-Quotation Disclosure
3 December 2003	Appendix $1A - ASX$ Listing application & agreement
3 December 2003	Constitution
5 December 2003	Drilling Commences at Sunday Gold Prospect Leonora
5 December 2003	Prospecting Licences Grant – Queen Victoria Rock Nickel Prospect
5 December 2003	HNR & Jigalong Inc form JV to explore in the Pilbara
12 December 2003	Initial Director's Interest Notice x 4
24 December 2003	Change of Director's Interest Notice x 3
2 January 2004	Change of Director's Interest Notice
13 January 2004	Initial Drill Results - Sunday Gold Prospect
28 January 2004	Rights Issue of Options
30 January 2004	Second Quarter Activities & Cash Flow Report

30 January 2004	Presentation Paper for investor roadshow 2-5 February 2004
10 February 2004	Change of Director's Interest Notice
11 February 2004	Exploration begins today at QVR nickel sulphide prospect
19 February 2004	Further aircore drilling results from Sunday Project, Leonora

10.5 Interests of Directors and Experts

A full disclosure of the interests of Directors, experts and promoters of and to the Company for the period commencing on incorporation of the Company and to the date of issue of the October 2003 Prospectus are set out in Section 11 of the October 2003 Prospectus and other than as set out below or elsewhere in this Prospectus, that information and disclosure remains current

The interest of the Directors in the securities of the Company at the date of this Prospectus are as follows:

Directors	Shares	Options
Richard Scallan	Nil	200,000
Ernest Dechow	2,600,001	Nil
William Hicks	6,066,311	Nil
Damian Hicks	1,906,001	Nil

10.6 Expenses of the Issue

The total expenses of the issue are estimated to be \$12,500 comprising legal and due diligence costs of \$2,000, and printing and other administrative expenses, including ASX quotation fee of \$10,500.

11. MATERIAL CONTRACTS

Part II of the Solicitor's Report on Mining Tenements, included as Section 9 of the October 2003 Prospectus, sets out contracts to which the Company is a party which were considered by the Directors as being material to enable investors to make an informed assessment of the shares being offered under the October 2003 Prospectus. Investors and their professional advisers are referred to that section of the October 2003 Prospectus in relation to material contracts.

A true copy of each of the material contracts referred to in the October 2003 Prospectus will be available for inspection at the Company's registered office during office hours.

12. CONSENTS

The following persons have each consented to the inclusion of the following statements and statements identified in this Prospectus as being based on statements made by those persons, in the form and context in which they are included, and have not withdrawn that consent before lodgement of this Prospectus with the ASIC:

• Ord Corporate Pty Ltd in relation to the Investigating Accountant's Report in $(a)$ Section 8 of the October 2003 Prospectus and the reference to that report in this Ord Corporate Pty Ltd has consented to be named in this Prospectus. Prospectus as Investigating Accountant and Ord Partners has consented to be named as Auditor to the Company. Neither Ord Corporate Pty Ltd or Ord Partners have authorised or caused the issue of any other part of this Prospectus.
• $(b)$ Steinepreis Paganin in relation to the Solicitor's Report in Section 9 of the October 2003 Prospectus and the references to that report in this Prospectus. Steinepreis Paganin has also consented to be named in this Prospectus as Solicitor to the Offer. Steinepreis Paganin has not authorised or caused the issue of any other part of this Prospectus.
• $(c)$ RSG Global Pty Ltd in relation to the RSG Global Pty Ltd's Report set out in Section 7 of the October 2003 Prospectus and the reference to that report in this Prospectus. RSG Global Pty Ltd has also consented to be named in this Prospectus as Independent Geologist. RSG Global Pty Ltd has not authorised or caused the issue of any other part of this Prospectus.
• $(d)$ Computershare Investor Services Pty Ltd has consented to be named in this Prospectus as the Company's Share Registry. Computershare Investor Services Pty Ltd has not caused or authorised the issue of any part of this Prospectus.

AUTHORITY OF DIRECTORS 13.

Each of the Directors of Hannans Reward NL has consented to the lodgement of this Prospectus in accordance with Section 720 of the Corporations Act.

Dated the 20^th day of February 2004

Anne Har

Signed for and on behalf of HANNANS REWARD NL by Damian Hicks

14. DEFINITIONS

Applicant means a person who submits an Entitlement and Acceptance Form.

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited (ACN 008 624 691).

Auditors means Ord Partners, Chartered Accountants.

Board means the Board of Directors unless the context indicates otherwise.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means 5.00 p.m. WST on 26 March 2004.

Company means Hannans Reward.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company from time to time.

Dollars or \$ means Australian dollars unless otherwise stated.

Entitlement and Acceptance Form means the entitlement and acceptance form for the Rights Issue attached to or accompanying this Prospectus.

Hannans Reward means Hannans Reward NL (ABN 52 099 862 129).

Independent Geologist means RSG Global Pty Ltd.

RSG Global Ptv Ltd's Report means the report contained in Section 7 of the October 2003 Prospectus.

Investigating Accountant means Ord Partners, Chartered Accountants.

Investigating Accountant's Report means the report contained in Section 8 of the October 2003 Prospectus.

Listing Rules or ASX Listing Rules means the official Listing Rules of ASX.

October 2003 Prospectus means the prospectus lodged by the Company with the ASIC and dated 10 October 2003.

Offer mean the Rights Issue pursuant to this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the Official List of ASX.

Opening Date means 5 March 2004.

Option means an option to subscribe for one Share in Hannans Reward exercisable at 20 cents on or before 31 March 2006 and issued on the terms and conditions set out in Section 9.1 of this Prospectus.

Option Holders means those parties holding options to acquire shares in Hannans Reward.

Prospectus means this prospectus dated 20 February 2004 for the issue of up to 16,455,002 Options, including any electronic or online version.

Quotation means quotation of the Shares or Options on ASX.

Rights Issue means the non-renounceable rights issue of Options to Shareholders pursuant to this Prospectus.

Share means one fully paid ordinary share in Hannans Reward.

Shareholder means a holder of Shares.

Shortfall means the Options (if any) not taken up under the Rights Issue.

Shortfall Application Form means the shortfall application form attached to or accompanying this Prospectus.

WST means Western Standard Time, Perth, Western Australia.

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.

Name of entity

Hannans Reward NL

ABN

$\overline{3}$

52 099 862 129

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be Options issued

$\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

Up to 16,455,002

Principal terms of the *securities (eg, if options, exercise price and date; if partly expiry paid *securities, the amount outstanding and due dates for payment; if *convertible securities. the conversion price and dates for conversion)

Exercise price is 20 cents

Expiry date is any time prior to 5pm (WST) on 31 March 2006

$\overline{4}$ 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 $\bullet$ 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

Issue price or consideration 5

1. Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

All shares issued upon exercise of the options will rank pari passu in all respects with the then issued ordinary shares.

$\overline{\text{Nil}}$

To meet the Company's commitment to issue options as set out in the Prospectus dated 10 October 2003

$\overline{7}$ Dates of entering "securities into uncertificated holdings or despatch of certificates

On or about 31 March 2004

8 Number and *class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
21,650,003	Ordinary shares
16,455,002	Options

9 Number and *class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
11,260,000	Ordinary shares
200,000	Options

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

The Company is not in a position to pay dividends.

Part 2 - Bonus issue or pro rata issue

11	holder security approval Is required?	No
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the "securities will be offered	One $(1)$ option for every two $(2)$ shares
14	Class of securities to which the offer relates	Options
15	*Record determine date to entitlements	5pm (WST) on 3 March 2004
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Yes
17.	Policy for deciding entitlements in relation to fractions	Fractions will be rounded down to the nearest whole number
18	Names of countries in which the entity has "security holders who will not he. sent issue new documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Not applicable
19.	оf for Closing date receipt acceptances or renunciations	5pm (WST) on 26 March 2004
20.	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23.	Fee or commission payable to the broker to the issue	Not applicable
24	of any handling fee Amount payable to brokers who lodge acceptances or renunciations on behalf of "security holders	Not applicable

• 25 If the issue is contingent on *security holders' approval, the date of the meeting
• Date entitlement and acceptance 26 form and prospectus or Product Disclosure Statement will be sent to persons entitled
• 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
• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do *security holders sell their entitlements in full through a broker?
• $31$ How do *security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date Not applicable

4 March 2004

20 February 2004

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

31 March 2004

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 $(a)$
• 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

Tick to indicate you are providing the information or documents

• 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 $1 - 1.000$ $1.001 - 5.000$ $5.001 - 10.000$ $10.001 - 100.000$ 100,001 and over
• A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

37

• 38 Number of securities for which Not applicable *quotation is sought
• 39 Class of "securities for which | quotation is sought

Not applicable

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 $\bullet$
• the extent to which they $\bullet$ 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

	$1$ Not applicable
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41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	Not applicable
	(if issued) conversion οf upon another security, clearly identify that other security)
		Number	+ Class
42	Number and "class of all "securities" quoted on ASX (including the securities in clause 38)	Not applicable

• $(i)$ Ouotation agreement
• $\overline{\phantom{a}}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\mathcal{I}$ 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.

$\bullet$ We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.

-
-----------------------------------

Arabia India

Director Damian Hicks

Dated this 20^th day of February 2004