To consider and if thought fit, pass, as an ordinary resolution, in accordance with Australian Stock Exchange Listing Rule 7.4 to ratify the issue of shares by the Company as detailed in the following table.



Date of Issue and Allottees	Number of Securities Issued	Terms of the Securities	Price at which Securities were Issued	Gross Amount Raised by Issue	Use of the Funds Raised (after payment of costs of fundraising and issue)
25/11/2002 A.G & L.A McLauchlan	500,000	fully paid ordinary shares	$0.05	$25,000	Supplemented the Company's working capital
23/01/2003 Mr E Chappell	500,000	fully paid ordinary shares	$0.07	$35,000	Supplemented the Company’s working capital
23/01/2003 Ms P Donovan	500,000	fully paid ordinary shares	$0.07	$35,000	Supplemented the Company's working capital
23/01/2003 Integrity Asset Management	1,000,000	fully paid ordinary shares	$0.07	$70,000	Supplemented the Company's working capital


If all of the issues of shares described in the table are ratified by shareholders in accordance with the proposed resolutions, those issues will be treated as having been made with approval of shareholders for the purpose of Australian Stock Exchange Listing Rule 7.1.

The result of this approval would be that the directors will be entitled to exercise, in appropriate circumstances, the power to issue further new shares or options, numbering in aggregate up to 15% of the number of shares currently on issue, without offering them pro rata to existing shareholders or obtaining prior approval of existing shareholders.



The Company will disregard any votes cast on these resolutions by:

• a person who participated in the issue of securities that is the subject of the resolution; or
• an associate of those persons.

However the Company need not disregard a vote if:


• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

That in accordance with the provisions of Listing Rules 7.1 and 10.11 of the Official Listing Rules of the Australian Stock Exchange Limited and Section 208(1) of the Corporations Act 2001, and for all other purposes, the Company and the Directors of the Company are hereby authorised:

1. to issue a maximum of two million, three hundred thousand, five hundred and ninety four (2,300,594) fully paid ordinary shares in the Company for no cash but in satisfaction of remuneration payable by the Company to the related parties referred to below as a result of the Company having deferred payment of directors fees and salary due to the related parties up until 31 January 2003;
   
   and
   
2. to issue those ordinary shares to related parties of the Company as follows:
   
   

   RELATED PARTY TO BE ISSUED SHARES	AMOUNT OF DEBT TO BE EXTINGUISHED	MAXIMUM NUMBER OF SHARES TO BE ISSUED
   L G Johnson (Director) or his nominee (Approximately 58% of outstanding salary to 31 January 2003)	$100,000.00	1,428,571
   G P Moore (Director) or his nominee (Outstanding directors fees to 31 January 2003)	$16,666.64	238,095
   P J Slaughter (Director) or his nominee (Outstanding directors fees to 31 January 2003)	$26,666.67	380,952
   P G Dowling (Director) or his nominee (Outstanding directors fees to 31 January 2003)	$14,583.28	208,333
   R I Cottee (Director) or his nominee (Outstanding directors fees to 31 January 2003)	$3,124.99	44,643
   TOTAL	$161,041.58	2,300,594

That, subject to the passing of Resolution 1 to re-elect Mr R I Cottee, in accordance with the provisions of Listing Rules 7.1 and 10.11 of the Official Listing Rules of the Australian Stock Exchange Limited and Section 208(1) of the Corporations Act 2001, and for all other purposes, the Company and the Directors of the Company are hereby authorised:

1. to issue a maximum of one million (1,000,000) Director A and one million (1,000,000) Director B options to acquire fully paid ordinary shares in the Company and to issue those options to R.I. Cottee a related party (Director).
   
   The options are to be issued within one month from the date of this meeting and for no consideration.
   The exercise prices of the options are:
   
   

   DIRECTOR ‘A’ OPTIONS	DIRECTOR ‘B’ OPTIONS
   $0.08 (eight cents) or before 30 June 2003 OR $0.12 (twelve cents) each between 1 July 2003 and 31 December 2003 PROVIDED The options cannot be exercised unless the Company, its subsidiary or descendent entity has secured funding and executed a contract for construction of a mine and processing plant for the Goondicum Crater Project.	$0.16 (sixteen cents) PROVIDED The options cannot be exercised unless the Company, its subsidiary or descendent entity has produced and sold any mine products equal to or greater than $5,000,000 in value.

An explanatory statement relating to this resolution, as required by Section 219 of the Corporations Act 2001, is attached.

OTHER BUSINESS

To deal with any other business, which may be legally brought before the meeting in accordance with the Company's Constitution and the Corporations Act 2001.

By order of the Board

G M EDWARDS

Secretary

31 January 2003

Proxies:
A member entitled to attend and vote may appoint not more than two proxies to attend and vote instead of a member. Where two proxies are appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. A proxy need not be a member. To be valid, proxies must be lodged at the registered office of the Company not less than 48 hours before the time appointed for the meeting. A proxy form is attached.

Voting Entitlement:
In accordance with Section 1109N of the Corporations Act 2001 and for the purposes of the meeting, shares will be taken to be held by the persons who are registered holders at 10:00pm on Tuesday 4 March, 2003. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.



EXPLANATORY MEMOMORANDUM TO SHAREHOLDERS
In relation to Agenda Items 4 and 5 on the Notice of General Meeting to be held on 6 March 2003

RESOLUTION 4 – APPROVAL FOR THE ISSUE OF SHARES TO RELATED PARTIES TO EXTINGUISH DEBT

Explanatory Statement in accordance with Section 219 of the Corporations Act 2001:

All of the allottees referred to in resolution 4 are current Directors of the Company. The Directors, to assist the company in remaining a viable financial entity, agreed to defer all or part of their Directors fees or salary relating to services rendered between 1 October 2001 and 31 January 2003. No interest is payable on the deferred amounts. It is proposed to extinguish all of the debt accrued in respect of directors fees: $61,041.58, and approximately 58% of the debt in respect of salary, $100,000.00, by the issuance of a maximum of 2,300,594 ordinary shares in the Company to the Directors (or their nominees). The directors have agreed to accept shares and extinguish debt up to the amounts included in the table below.

The nominal issue price used to calculate the number of shares required to extinguish the debts will be equal to the weighted average market price of the Company’s ordinary shares calculated over the last 5 days on which sales in the Company’s ordinary shares are recorded before the date of this general meeting. The maximum number of shares has been calculated using a share price of 7 cents, however the actual number of shares issued will depend on the market price of the shares on the last five days of share sales prior to this general meeting. If the average price calculated is less than 7 cents, the maximum shares allowed by this Resolution will not be sufficient to extinguish the full amount of debt shown in the table below and the balance will remain a debt. Prior to 28 January 2003, when this Notice was prepared, the last price for the Company’s ordinary shares was 8 cents. The maximum number of shares, which the resolution would allow, is 2,300,594.

Related Parties and Proposed Benefit

It is proposed that the Company issue shares to extinguish the debt to the related parties as follows:

Information on the Directors of the Company in relation to the resolution

Other Information on the Resolution

If the issue to unrelated parties in Resolution 2 is approved the maximum effect of passing this resolution on the Company would be:

• to increase the number of shares on issue from 211,056,897 to 213,357,491.
• to increase the relevant interest of Directors in shares of the Company as follows:
  

• to extinguish debts due to these related parties of approximately $161,042.

RESOLUTION 5 – APPROVAL FOR THE ISSUE OF OPTIONS TO A RELATED PARTY (DIRECTOR)

Explanatory statement in accordance with Section 219 of the Corporations Law:

It is proposed that, subject to the passing of resolution 1 to re-elect R.I. Cottee, options to acquire fully paid ordinary shares in the Company be issued to R.I Cottee, a director of the Company (or his nominee) on the same terms and in the same quantity as all other directors of Monto Minerals NL. The options are designed to create greater incentives for the directors to achieve results for the Company as measured by the completion of project milestones.

Full terms and conditions of the options are available on request, however in summary:

Director ‘A’ Options are

• issued for no consideration.
• not transferable.
• exercisable at
• - $0.08 (eight cents) or before 30 June 2003
  OR
  - $0.12 (twelve cents) each between 1 July 2003 and 31 December 2003
  PROVIDED
  The options cannot be exercised unless the Company, its subsidiary or descendent entity has secured funding and executed a contract for construction of a mine and processing plant for the Goondicum Crater Project.
• due to expire on 31 December 2003 unless cancelled earlier by the Directors if the holder ceases to be substantially involved with the Company.
  
  

Director ‘B’ Options are

• issued for no consideration.
• not transferable.
• exercisable at
  - $0.16 (sixteen cents)
  PROVIDED
  The options cannot be exercised unless the Company, its subsidiary or descendent entity has produced and sold mine products equal to or greater than $5,000,000 in value.
• due to expire on 30 June 2004 unless cancelled earlier by the Directors if the holder ceases to be substantially involved with the Company.
  
  

Directors Proposed Benefit, Interest in the Resolution and Recommendation to Members

Other Information on the Resolution

Value of Options

A valuation of the proposed options using the most common methods is not possible because of the low turnover levels of Monto Minerals shares and the lack of a listed class of Monto Minerals options. However the table below provides information which shareholders may refer to in forming an opinion regarding the worth of the options.

The options cannot be traded and will only deliver a benefit to the holder if the share price in future exceeds the exercise price of the options and the holder pays the exercise price to the Company to convert the options.

DIRECTOR OPTIONS ‘A’

DIRECTOR OPTIONS ‘B’