BGF Ballarat Gold

RNS Number:8557K
Ballarat Goldfields N.L.
23 October 2006

BALLARAT GOLDFIELDS NL
Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the members of
Ballarat Goldfields NL ('the Company') will be held at the Ballarat Lodge, 613
Main Road, Ballarat at 10.00 am on Tuesday 28 November 2006.

RESOLUTION 1: Consider Accounts and Reports

To consider the Directors' Report, Financial Report and the Auditor's Report for
the year ended 30 June 2006.


RESOLUTION 2: Remuneration Report


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


"That the remuneration report section of the director's report for the Company
for the year ended 30 June 2006 be adopted."

RESOLUTION 3: Re-Election of Dr Etheridge

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

"That Dr Mike Etheridge be re-elected as a Director (Dr Etheridge retiring by
rotation in accordance with the Company's Constitution and being eligible,
offers himself for re-election)."

RESOLUTION 4: Re-Election of Mr Ozga

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

"That Mr Wojciech Ozga be re-elected as a Director (Mr Ozga having been
appointed as a casual vacancy to the Board since the last annual general meeting
and, as a consequence of his mandatory ceasing to act as a Director and being
eligible, offers himself for re-election)."


RESOLUTION 5: Approval of Previous Share and Option Issues

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

"That for the purposes of ASX Listing Rule 7.4, the Company approves the
previous issue of 173,030,611 fully paid ordinary shares and 2,300,000 options
to the persons and on the terms set out in the Explanatory Notes."


By Order of the Board



Amber Rivamonte

Secretary

23 October 2006

VOTING EXCLUSIONS

In relation to the following resolutions, the Chairman will disregard any votes
cast on the resolution by or on behalf of the person named below and an
associate of such persons when determining the result of the resolution except
where:


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

Resolution 5 - Each person who participated in the issue.


PROXY NOTES

1.                   For the purpose of the meeting the Company has determined
that securities will be taken to be held by the persons registered as holders as
at 7.00pm on 26 November 2006. Accordingly, transactions registered after that
time will be disregarded in determining entitlements to attend and vote at the
meeting.

2.                   A member entitled to attend and vote at a meeting is
entitled to appoint not more than two proxies to attend and vote on his/her
behalf. Where more than one proxy is appointed, such proxy must be allocated a
proportion of the Member's voting rights. A proxy duly appointed need not be a
member. The proxy form and any documents necessary to show the validity of the
form must be lodged with the Company's Share Registry by 10:00am on 26 November
2006, being not less than 48 hours before the appointed time of the Meeting. Any
proxy lodged after that time will be treated as invalid.

3.                   Corporate shareholders should note that unless the
corporate shareholder:

(a)                 completes and lodges with the Company's Share Registry a
valid appointment of proxy in accordance with the instructions contained herein;
or

(b)                 completes and either lodges with the Company's Share
Registry no less than 48 hours prior to the meeting a form of Appointment of
Corporate Representative in accordance with the provisions of Section 250D of
the Corporations Act properly signed; or

(c)                 has appointed an attorney;

and such proxy, corporate representative or attorney attends the relevant
meeting, then such corporate shareholders will be unable to exercise any votes
at the relevant meeting.

EXPLANATORY NOTES


RESOLUTION 2: Remuneration Report


A listed entity is required to put to the vote a resolution that the
remuneration report section of the director's report be adopted. This
remuneration report can be found in the 2006 Annual Report sent to shareholders
which accompanies this notice of meeting on pages 19 to 27. It sets out a range
of matters relating to the remuneration of directors, the secretary and senior
managers of the Company. A vote on this resolution is advisory only and does not
bind the Directors or the Company.

RESOLUTION 3: Re-Election of Dr Etheridge

Dr Mike Etheridge has been a non-executive director of the Board since August
2004. He retires by rotation in accordance with the Company's Constitution and
being eligible, offers himself for re-election.


Dr Etheridge (aged 60 - PhD, FTSE, FAIG) is a geologist with over 30 years
experience in exploration, mining, consulting and research. He has specialised
in the structural controls on the localisation of mineral deposits, and has been
involved with Victorian gold deposits since the mid-1970's. Until 2004 he was
Chairman of SRK Consulting (Australasia), having co-founded its predecessor
Etheridge Henley Williams in 1990. He is also an Adjunct Professor at Macquarie
University, where he leads an industry collaborative research project into
improving the management of risk and value in mineral exploration. His other
current directorships include being chairman of TSX-V listed Geoinformatics
Exploration, Inc, a director of Consolidated Minerals Limited and the AIM listed
Ariana Resources Limited and the unlisted geothermal energy company, Scopenergy
Limited.

RESOLUTION 4: Re-Election of Mr Ozga

As announced to ASX on 16 June 2006, Mr Wojciech Ozga accepted an offer and
joined the Board as an executive director. His continued role as a director is
subject to shareholder approval and, being eligible, he offers himself for
re-election.

Mr Ozga (aged 57 - B.Eng (Mining)) is a mining engineering with 34 years of
experience spanning many countries, including extensive experience in operations
and project management. He joined the Company as General Manager in September
2005 and is currently Director of Operations. Prior to this, Mr Ozga spent 2
years in Kazakhstan as Director of the Zurdal mine Kazakhstan Operations for the
AIM listed Celtic Resources Holdings plc, where he was responsible for
production from two heap leach operations and construction of the processing
plant and underground mine development. He has also been employed by WMC Limited
for 14 years as General Manager Central Norseman and Group Manager Mining
Projects where he managed the Olympic Dam mine expansion.



RESOLUTION 5: Approval of Previous Share and Option Issues


The ASX Listing Rules restrict the number of securities which a listed entity
may issue in any 12 month period without the approval of shareholders to 15% of
the number of shares on issue at the start of the period subject to certain
adjustments and permitted exceptions. The passing of this resolution will enable
the Company at any time during the next 12 months to issue up to virtually the
full 15% without further reference to shareholders and without the shares and
options described below counting towards this calculation. The resolution
confers considerable flexibility on the Company in meeting any short-term
requirements for raising additional capital should it be necessary.


Details of the fully paid ordinary shares and options issued and for which
approval is sought are as follows:


(a)                          1,855,999 shares at 25 cents per share to Investec
Bank (Australia) Limited on 21 February 2006, being an amount of $463,999.75,
representing the conversion of part of a loan facility the Company had with
Investec Bank (Australia) Limited;

(b)                          22,174,612 shares at 25 cents per share to Investec
Bank (Australia) Limited on 26 April 2006, being an amount of $5,543,653,
representing the conversion of all outstanding principal and loan amounts in
respect of the loan facility the Company had with Investec Bank (Australia)
Limited;

(c)                          149,000,000 shares at 28 cents per share to Lihir
Australian Holdings Pty Limited on 20 October 2006, being an amount of
$41,720,000, to raise funds to be applied to the Ballarat East gold project; and

(d)                          2,300,000 options expiring on 30 September 2011
exercisable at 20.5 cents issued on 22 September 2006, to 8 senior employees
pursuant to the Company's Option Plan announced to ASX on 22 September 2006.

END

The generic proxy form is available at the website 
for viewing www.ballarat-goldfields.com.au


                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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