INTERRA RESOURCES LIMITED (Incorporated in the Republic of Singapore)

Transcription

1 CIRCULAR DATED 20 OCTOBER 2003 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action that you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold all your ordinary shares in the capital of Interra Resources Limited ( the Company ), please forward this Circular and the attached Proxy Form immediately to the purchaser or to the agent through whom the sale was effected for onward transmission to the purchaser. The Singapore Exchange Securities Trading Limited takes no responsibility for the accuracy of any statements or opinions made in this Circular. INTERRA RESOURCES LIMITED (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS in relation to (1) the proposed alterations to the Memorandum & Articles of Association of the Company; and (2) the proposed Share Issue Mandate. IMPORTANT DATES AND TIMES Last date and time for lodgment of Proxy Form : 9 November 2003 at a.m. Date and time of Extraordinary General Meeting : 11 November 2003 at a.m. Place of Extraordinary General Meeting : 7 Shenton Way #01-02 Singapore Conference Hall Room : Spring, Singapore

2 CONTENT Page Definition 1 Introduction 3 The Proposed Alterations of the Memorandum and Articles of Association 3 The Proposed Share Issue Mandate 4 Directors and Substantial Shareholders Interests 5 No Material Litigation 6 Directors Recommendation 7 Extraordinary General Meeting 7 Action to be taken by Shareholders 7 Inspection of Documents 7 Directors Responsibility Statement 7 APPENDIX 1 8 NOTICE OF EXTRAORDINARY GENERAL MEETING 10 PROXY FORM

3 DEFINITIONS In this Circular, the following definitions apply throughout unless the context otherwise requires or is otherwise stated: - AGM : Annual General Meeting of the Company held on 21 March 2003 Acquisition : Acquisition by the Company of the entire issued and paid-up share capital of Goldwater from the Vendors by the issuance of 600 million new Shares by the Company to the Vendors Act : The Companies Act, Chapter 50, of Singapore, as amended or modified from time to time Bank Creditors : Creditors of the Company or subscribers of bonds issued by the Company or its subsidiaries which are owed the Bank Debts which includes banks, financial institutions and corporations Bank Creditors Assignment Agreement : The agreement dated 31 January 2003 entered into between the Bank Creditors and Shantex in respect of the Debt Assignment Bank Debts : Loans or credit facilities granted to the Company or its subsidiaries for which the Company is a guarantor or bonds issued by the Company or its subsidiaries for which the Company is guarantor, which remained outstanding as at 19 July 2002, being the last date for the submission of the proof of debt for the purposes of the Scheme Capital Reduction : Reduction in the par value of the $1.00 Shares from $1.00 each to $0.50 each pursuant to Section 73 of the Act Capital Restructuring : Capital Reduction and Share Split CDP : The Central Depository (Pte) Limited Company : Interra Resources Limited Conversion Debt : The outstanding liabilities of the Company amounting to $104.3 million assigned by the Bank Creditors to Shantex pursuant to the Debt Assignment Agreement Creditors : Any person (including a Bank Creditor) to whom the Company is indebted or liable (whether contingently or otherwise) as at 11 February 2000 and remains indebted or liable as at 19 July 2002, being the last date for the submission of the proof of debt for the purposes of the Scheme (excluding the subsidiaries of the Company) Debt Assignment : Assignment by the Bank Creditors to Shantex under or pursuant to the Debt Assignment Agreement and the Bank Creditors Assignment Agreement of all rights and interests of the Bank Creditors in respect of the Conversion Debt Debt Assignment Agreement : The agreement dated 8 March 2002 entered into between the Company and Shantex in respect of the Debt Assignment Debt Conversion : The conversion of the Conversion Debt into 120,000,000 new Shares Directors : The members of the board of directors of the Company EGM : Extraordinary General Meeting of the Company to be held on 11 November 2003 Goldwater : Goldwater Company Limited Interra Resourses Limited Circular Dated 20 October

4 DEFINITIONS (cont d) Listing Manual : The listing manual of the SGX-ST Latest Practicable Date : The latest practicable date prior to the printing of this Circular, being 13 October 2003 Placement : Placement of the Placement Shares to unrelated parties Placement Shares : 95,000,000 new Shares which are the subject of the Placement Scheme : The Scheme of Compromise and Arrangement dated 11 June 2002 entered into between the Company and its Creditors SGX-ST : Singapore Exchange Securities Trading Limited Shantex : Shantex Holdings Pte Ltd Share Split : Sub-division of each existing $0.50 Share (immediately following the Capital Reduction) into 10 new $0.05 Shares Shareholders : Persons (other than the CDP) who are for the time being registered as holders of the Shares in the Register of Shareholders of the Company and Depositors who have Shares entered against their names in the Depository Register Shares : Ordinary shares in the share capital of the Company of $0.05 each Vendors : The shareholders of Goldwater Company Limited at that time, being Prairie Heritage Ltd, Canyon Gate Investments Ltd and Fleur Enterprises Ltd $ and cents : Singapore dollars and cents, respectively $0.05 Shares : Ordinary shares of $0.05 each in the share capital of the Company after the Capital Restructuring was effected $0.50 Shares : Ordinary shares of $0.50 each in the share capital of the Company after the Capital Reduction was effected but before the Share Split was effected $1.00 Shares : Ordinary shares of $1.00 each in the share capital of the Company before the Capital Restructuring was effected % : Per centum or percentage The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them, respectively, in Section 130A of the Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated. Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any word defined under the Act or the Listing Manual or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Act or the Listing Manual or any modification thereof, as the case may be. 2

5 LETTER TO SHAREHOLDERS Directors: Registered Office: Purnardi Djojosudirdjo (Executive Chairman) 133 New Bridge Road Sugiharto Soeleman (Executive Director and Chief Executive Officer) #22-03/05 Sandiaga Salahuddin Uno (Non-Executive Director) Chinatown Point Yos Teo Sidy (Non-Executive Director) Singapore Lim Poh Chuan (Independent Director) Steven J Koroknay (Independent Director) 20 October 2003 To: The Shareholders of Interra Resources Limited Dear Sir/Madam 1. INTRODUCTION 1.1 EGM. The Directors are convening an EGM to be held on 11 November 2003 to seek Shareholders approval for the following proposals : the proposed alterations to the Memorandum & Articles of Association of the Company; and the proposed share issue mandate. 1.2 Circular. The purpose of this Circular is to explain the reasons for, and to provide Shareholders with information relating to the proposals to be tabled at the EGM. 2. THE PROPOSED ALTERATIONS OF THE MEMORANDUM & ARTICLES OF ASSOCIATION Background. 2.1 The Listing Manual has been amended to provide companies listed on the SGX-ST with greater flexibility in issuing shares by an increase in the limit placed on the share issue mandate from 10% to 50% of the issued share capital of a company listed on the SGX-ST in aggregate number, of which any issue of shares and convertible securities on a non pro-rata basis to existing shareholders in aggregate, be limited to not more than 20% of the issued share capital 2.2 In view of the above, the Directors propose to incorporate the amendment to update the Articles of Association ( the Articles ) of the Company accordingly. The Proposed Alterations. 2.3 The proposed amendment to the Articles is set out in Appendix 1 and a summary of the proposed amendment is set out below. The proposed amendment to the Articles is subject to the approval of the Shareholders and will be proposed as a special resolution at the EGM ( Resolution 1 ). 2.4 Articles 47 and 48 Interra Resourses Limited Circular Dated 20 October

6 LETTER TO SHAREHOLDERS (cont d) 2. THE PROPOSED ALTERATIONS OF THE MEMORANDUM & ARTICLES OF ASSOCIATION (cont d) The revised guidelines in the Listing Manual on general share issue mandate permit companies listed on the SGX- ST to issue shares and convertible securities representing up to 50% of their issued and paid up share capital of which up to 20% of issued and paid up capital may be issued other than on a pro-rata basis to shareholders, subject to them obtaining a general mandate from their shareholders at a general meeting. These revised guidelines give the Company more flexibility in raising capital as and when the need arises. Accordingly, it is proposed that consequential alterations be made to Articles 47 and 48 to reflect the changes made to the Listing Manual to give the Company the flexibility contemplated by the revised guidelines. Notwithstanding the proposed changes to the Articles to increase the limit for the Company to issue shares, the Company shall continue to seek a general mandate from its shareholders to approve such issues in the manner set forth in the proposed revised Articles 47 and The amendments to Articles 47 and 48 are being proposed so as to enable the Company to seek the proposed share issue mandate as detailed in paragraph 3 below. 3. THE PROPOSED SHARE ISSUE MANDATE Background. 3.1 At the AGM, the Shareholders passed a resolution to empower the Directors to allot and issue shares and convertible securities in the capital of the Company at any time and upon such terms and conditions and for such purposes as the Directors may, at their absolute discretion, deem fit provided that the aggregate number of shares and convertible securities to be allotted and issued, pursuant to resolution 7 of the AGM, shall not exceed 10% of the issued share capital of the Company at the time of passing the said resolution and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the Company s next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier ( the Existing Share Issue Mandate ). The issued and paid-up share capital at the time of the approval of the Existing Share Issue Mandate was $6,763, divided into 6,763,512 $1.00 Shares. 3.2 At the Extraordinary General Meeting of the Company held on 30 June 2003, the Shareholders approved the Capital Restructuring, Acquisition, Placement and Debt Conversion. The effects of the Capital Restructuring, Acquisition, Placement and the Debt Conversion of the issued and paid-up share capital of the Company are as follows: On 11 July 2003 the Company lodged an Order of Court confirming the Capital Reduction. The Capital Reduction was effected by canceling the paid-up share capital of the Company to the extent of $0.50 on each of the 6,763,512 $1.00 Shares which have been issued and fully paid-up or credited as fully paid-up; and by reducing the par value of all the $1.00 Shares, both issued and unissued, from $1.00 to $0.50 each. Subsequent to the Capital Reduction, each of the Company s $0.50 Shares was subdivided into ten (10) $0.05 Shares. Following the Capital Reduction and the Share Split, the number of issued and paid-up Shares increased from 6,763,512 $0.50 Shares to 67,635,120 $0.05 Shares Upon completion of the Acquisition, the number of issued and paid-up $0.05 Shares increased from 67,635,120 $0.05 Shares to 667,635,120 $0.05 Shares Upon the completion of the Placement, the number of issued and paid-up $0.05 Shares increased from 667,635,120 $0.05 Shares to 762,635,120 $0.05 Shares Upon completion of the Debt Conversion, the number of issued and paid-up $0.05 Shares increased from 762,635,120 $0.05 Shares to 882,635,120 $0.05 Shares. 3.3 Present Issued and Paid-up Share Capital. After the Capital Restructuring, Acquisition, Placement and Debt Conversion, as at the Latest Practicable Date, the Company s issued and paid-up share capital is $44,131, divided into 882,635,120 Shares. 4

7 LETTER TO SHAREHOLDERS (cont d) 3. THE PROPOSED SHARE ISSUE MANDATE (cont d) 3.4 Proposed Share Issue Mandate. In view of the enlarged share capital of the Company following the Capital Restructuring, Acquisition, Placement and Debt Conversion, the Existing Share Issue Mandate is no longer adequate for the purposes of the Company. Accordingly, the Company is proposing to seek the approval of Shareholders at the EGM for a new mandate (the Share Issue Mandate ), subject to the approval by Shareholders of Resolution 1 as a special resolution, to be given to the Directors to issue Shares in the Company at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit provided that the aggregate number of Shares to be issued pursuant to the Share Issue Mandate does not exceed 50% of the issued share capital of the Company at the time of the passing of the Share Issue Mandate and that the aggregate number of Shares issued other than on a pro rata basis to existing shareholders does not exceed 20% of the Company s issued share capital as at the time of the passing of the Share Issue Mandate. The Company s issued share capital will be calculated based on the issued share capital of the Company as at the time of the passing of the Share Issue Mandate, after adjusting for: new Shares arising upon the conversion or exercise of any convertible securities or employee share options on issue when the Share Issue Mandate is passed; and any subsequent consolidation or subdivision of Shares. 3.5 Duration of Share Issue Mandate. The Share Issue Mandate will take effect from the passing of the resolution approving the Share Issue Mandate at the EGM and shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the Company s next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier or unless prior thereto, issues of new Shares are made to the full extent permitted by the Share Issue Mandate. The Share Issue Mandate, in the form proposed, is intended to be placed before Shareholders for renewal at each subsequent Annual General Meeting of the Company. 3.6 Rationale for Share Issue Mandate. If approved, the Share Issue Mandate will enable the Company to issue Shares during the validity period of the Share Issue Mandate subject to the specified limits. A general (as opposed to specific) approval for the Directors to issue Shares will also enable the Company to act quickly and take advantage of market conditions. The expense and delay of otherwise having to convene general meetings of the Company to approve the making or granting of each specific instrument would thus be avoided. It is for the above reasons that the Directors believe that the Share Issue Mandate, as proposed, would be in the best interests of the Company and the Shareholders. 4. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 4.1 Directors. The interests of the Directors in Shares as at the Latest Practicable Date are set out below: Direct Interest Deemed Interest Number Number Director of Shares % of Shares % Purnardi Djojosudirdjo ,600,000 (1) 9.23% Sugiharto Soeleman ,200,000 (1) 6.93% Yos Teo Sidy ,200,000 (1) 6.93% Note: (1) Mr Purnardi Djojosudirdjo, Mr Sugiharto Soeleman and Mr Yos Teo Sidy are each deemed to be interested in the 204 million Shares held by Prairie Heritage Ltd as they are the shareholders of Prairie Heritage Ltd. Interra Resourses Limited Circular Dated 20 October

8 LETTER TO SHAREHOLDERS (cont d) 4. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS (cont d) 4.2 Substantial Shareholders. The interests of the substantial shareholders of the Company in Shares as at the Latest Practicable Date are set out below: Direct Interest Deemed Interest Number Number Substantial Shareholders of Shares % of Shares % Canyon Gate Investments Ltd 204,000, Prairie Heritage Ltd 204,000, Fleur Enterprises Limited 192,000, Shantex Holdings Pte Ltd 120,000, Subianto Arpan Sumodikoro ,000,000 (1) Purnardi Djojosudirdjo ,600,000 (2) 9.23 Sugiharto Soeleman ,200,000 (2) 6.93 Yos Teo Sidy ,200,000 (2) 6.93 Edwin Soeryadjaya ,000,000 (3) Agus Anwar ,000,000 (4) 6.80 Marcel Tjia Han Liong ,000,000 (4) 6.80 Note: (1) Mr Subianto Arpan Sumodikoro is deemed to be interested in the 204 million Shares held by Canyon Gate Investments Ltd as he is the beneficial owner of all the shares in the capital of Canyon Gate Investments Ltd. (2) Mr Purnardi Djojosudirdjo, Mr Sugiharto Soeleman and Mr Yos Teo Sidy are each deemed to be interested in the 204 million Shares held by Prairie Heritage Ltd as they are the shareholders of Prairie Heritage Ltd. (3) Mr Edwin Soeryadjaya is deemed to be interested in the 192 million Shares held by Fleur Enterprises Limited as he is the sole shareholder of Fleur Enterprises Limited. (4) Mr Agus Anwar and Mr Marcel Tjia Han Liong are each deemed to be interested in the 120 million Shares held by Shantex Holdings Pte Ltd as they are the shareholders of Shantex Holdings Pte Ltd. 5. NO MATERIAL LITIGATION The Directors are not aware of any litigation, claims or proceedings pending or threatened against the Company or any of its subsidiaries or any facts likely to give rise to any litigation, claims or proceedings which may have a material adverse effect on the financial position of the Company or any of its subsidiaries. 6

9 LETTER TO SHAREHOLDERS (cont d) 6. DIRECTORS RECOMMENDATION The Directors are of the opinion that the amendments to the Articles in the manner set out in Appendix 1 and the proposed Share Issue Mandate are in the best interests of the Company. Accordingly, they recommend that Shareholders vote in favour of Resolution 1 and the ordinary resolution relating to the Share Issue Mandate to be proposed at the EGM. 7. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 12 of this Circular, will be held on 11 November 2003 at 7 Shenton Way #01-02 Singapore Conference Hall Room : Spring, Singapore at a.m. for the purpose of considering and, if thought fit, passing with or without any modifications Resolution 1 as a special resolution and Resolution 2 as an ordinary resolution relating to the Share Issue Mandate, as set out in the Notice of EGM. 8. ACTION TO BE TAKEN BY SHAREHOLDERS If a Shareholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the attached Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered office of the Company at 133 New Bridge Road #22-03/05 Chinatown Point Singapore not later than a.m. on 9 November Completion and return of the Proxy Form by a Shareholder will not prevent him from attending and voting at the EGM if he so wishes. 9. INSPECTION OF DOCUMENTS 9.1 The following documents are available for inspection at the registered office of the Company at 133 New Bridge Road #22-03/05 Chinatown Point Singapore during normal business hours from the date of this Circular up to the date of the EGM: the Minutes of AGM; the Memorandum and Articles of Association of the Company; and the Circular to Shareholders dated 6 June DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept responsibility for the accuracy of the information given in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in this Circular are fair and accurate and that there are no material facts the omission of which would make any statement in this Circular misleading. Yours faithfully Sugiharto Soeleman Chief Executive Officer Interra Resources Limited Interra Resourses Limited Circular Dated 20 October

10 APPENDIX 1 PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION The proposed amendments to the Articles are set out below. For ease of reference, the text will be struck through for parts that are deleted from the Articles and double underlined where insertions are made to the Articles. Article SHARES TO BE OFFERED TO MEMBERS BEFORE ISSUE. (1) Subject to any direction to the contrary that may be given by the Company in general meetingunless otherwise determined and subject to such other terms and conditions as may be determined by members in general meeting, or unless permitted by the listing rules of the Singapore Exchange Securities Trading Limited as may be in force from time to time, and excluding any allotment or issue made pursuant to the terms of an option granted over shares in accordance with Article 4 hereof, any shares for the time being unissued; and any new shares from time to time to be created; or any convertible securities; and any options granted over the same, shall before they are issued be offered to the members in proportion as nearly as may be to the number of shares held by them. Such offer shall be made by notice specifying the number of shares; convertible securities; or options offered and limiting a time within which the offer if not accepted will be deemed to be declined, and after the expiration of such time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares or options offered the Directors may subject to these Articles, dispose of the same in such manner as they think most beneficial to the Company. The Directors may in like manner dispose of any such new or original shares or convertible securities or options as aforesaid which, by reason of the proportion borne by them to the number of persons entitled to such offer as aforesaid or by reason of any other difficulty in apportioning the same, cannot in the opinion of the Directors be conveniently offered in manner hereinbefore provided. (2) RIGHTS AND LIABILITIES ATTACHED TO NEW SHARES. Except so far as otherwise provided by the conditions of issue, any capital raised by the creation of new shares shall be considered as part of the original ordinary share capital of the Company and shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the original share capital. Article (1) APPLICATION TO STOCK EXCHANGE FOR WAIVER. GENERAL MANDATE. Notwithstanding Article 47(1) above, but subject to the provisions of the Act, where the aggregate number of shares to be issued by the Company (other than bonus or rights issue) does not in any one financial year of the Company exceed 10% of the issued share capital of the Company at the commencement of such financial year and if the shares of the Company are quoted on a stock exchange and a waiver of compliance of the said Article 47(1) is obtained from such stock exchange then such shares shall be at the disposal of the Directors and they may allot or otherwise dispose of the same to such person and on such terms as they think proper.the Company may by ordinary resolution in general meeting give to the Directors a general authority, either unconditionally or subject to such conditions as may be specified in the ordinary resolution, to issue shares and convertible securities (whether by way of rights, bonus or otherwise) where the aggregate number of shares and convertible securities to be issued pursuant to such authority does not exceed 50% (or such other limit as may be prescribed by the Singapore Exchange Securities Trading Limited) of the issued share capital of the Company at the time of passing the said resolution of which the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to members does not exceed 20% (or such other limit as may be prescribed by the Singapore Exchange Securities Trading Limited) of the issued share capital of the Company at the time of passing the said resolution. Such general authority shall remain in force until : (a) The conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at the meeting, the mandate is renewed, either unconditionally or subject to conditions; or 8

11 APPENDIX 1 (cont d) Article 48 (cont d) (b) Revoked or varied by ordinary resolution of the members in general meeting, whichever occurs first. (2) For the purposes of this Article, the percentage of issued share capital is calculated based on the Company s issued share capital at the time that the mandate is passed (taking into account the conversion or exercise of any convertible securities and employee share option on issue at the time that the mandate is passed, which were issued pursuant to previous member approval), adjusted for any subsequent consolidation or subdivision of shares, after adjusting for : (a) (b) new shares arising from the conversion of convertible securities or employee share options on issue at the time the resolution is passed; and any subsequent consolidation or subdivision of the Company s shares. Interra Resourses Limited Circular Dated 20 October

12 NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Interra Resources Limited (the Company ) will be held at 7 Shenton Way #01-02 Singapore Conference Hall Room : Spring, Singapore on 11 November 2003 at a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without any amendment, Resolution 1, which will be proposed as special resolution and Resolution 2 which will be proposed as ordinary resolution : Special Resolution Resolution 1 Amendment to Articles of Association That the existing Articles 47 and 48 of the Articles of Association of the Company be and are hereby amended in the manner as set out in Appendix 1 of the Circular to Shareholders dated 20 October Ordinary Resolution Resolution 2 The Proposed Share Issue Mandate That, subject to and contingent upon the passing of Resolution 1 above as a special resolution, pursuant to Section 161 of the Companies Act, Cap. 50, approval be and is hereby given to the Directors to issue Shares in the Company at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit provided that the aggregate number of Shares to be issued pursuant to this Resolution does not exceed 50% of the issued share capital of the Company as at the time of passing this resolution and that the aggregate number of Shares issued other than on a pro rata basis to existing shareholders does not exceed 20% of the Company s issued share capital as at the time of passing this resolution. By Order of the Board Attlee Hue Kuan Yew Company Secretary Singapore 20 October 2003 Notes: 1. A member of the Company entitled to attend and vote at the above Meeting is entitled to appoint a proxy to attend and vote in his behalf. Such proxy need not be a member of the Company. 2. The instrument appointing a proxy must be lodged at the registered office of the Company at 133 New Bridge Road #22-03/05 Chinatown Point Singapore , not less than 48 hours before the time appointed for the Extraordinary General Meeting. 10

13 IMPORTANT INTERRA RESOURCES LIMITED (Incorporated in the republic of Singapore) 1. For investors who have used their CPF moneys to buy shares in the capital of Interra Resources Limited, this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by such CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. PROXY FORM I / We of (Name) (Address) being a member/members of Interra Resources Limited (the Company ) hereby appoint NAME ADDRESS NRIC/Passport Proportion of Number Shareholdings (%) and/or (delete as appropriate) or failing him/her, the Chairman of the Meeting as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Extraordinary General Meeting of the Company to be held on 11 November 2003 at 7 Shenton Way #01-02 Singapore Conference Hall Room : Spring, Singapore at a.m. and at any adjournment thereof. (Please indicate with an X in the spaces provided whether you wish your vote(s) to be cast for or against the resolution as set out in the Notice of Extraordinary General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/they will on any other matter arising at the Extraordinary General Meeting). For Against Special Resolution Approval of the amendment to the Articles of Association. Ordinary Resolution To approve the proposed Share Issue Mandate. Total number of Dated this 2003 Shares held Signature(s) of Member (s) or Common Seal IMPORTANT: PLEASE READ NOTES ON THE REVERSE

14 NOTES: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined In Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name In the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote instead of him. A proxy need not be a member of the Company. 3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. 4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 133 New Bridge Road # Chinatown Point Singapore not less than 48 hours before the time appointed for the Extraordinary General Meeting. 5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. 6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Extraordinary General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore. General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by The Central Depository (Pte) Limited to the Company.

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16 Interra Resources Limited 391A Orchard Road #13-06 Ngee Ann City Tower A Singapore Tel: (65) Fax: (65)