Austindo Resources

ANNOUNCEMENTS

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2008 Announcements

DATE ANNOUNCEMENT PDF File
10 December APPENDIX 3B - NEW ISSUE ANNOUNCEMENT (264K)
02 December CHANGE OF REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS (116K)
14 November REINSTATEMENT TO OFFICIAL QUOTATION (20K)
14 November UPDATE ON CIBALIUNG GOLD PROJECT - PLACED ON CARE AND MAINTENANCE ONLY (172K)
03 November VOLUNTARY SUSPENSION (152K)
30 October TRADING HALT (152K)
30 October APPENDIX 5B - SEPTEMBER 2008 QUARTER (136K)
16 October UPDATE ON CIBALIUNG GOLD PROJECT - DEVELOPMENT REDUCED PENDING RESOLUTION OF PROJECT FUNDING (172K)
02 October UPDATE ON DEVELOPMENT OF CIBALIUNG GOLD PROJECT / GOLD HEDGE BOOK CLOSED OUT (176K)
26 September UPDATE ON DEVELOPMENT OF CIBALIUNG GOLD PROJECT (264K)
17 September HALF-YEAR REPORT TO 30 JUNE 2008 (656K)
11 September UPDATE ON DEVELOPMENT OF CIBALIUNG GOLD PROJECT (388K)
31 July JUNE 2008 QUARTER ACTIVITIES REPORT (568K)
28 July APPENDIX 5B - JUNE 2008 QUARTER (208K)
14 July MR. ROBERT WILLCOCKS APPOINTED AS A NON-EXECUTIVE DIRECTOR (96K)
10 July APPENDIX 3B - NEW ISSUE ANNOUNCEMENT (216K)
01 July CHANGE OF NAME TO "ARC EXPLORATION LIMITED" (388K)
10 June ANZ TO PROVIDE ADDITIONAL DEBT FUNDING FOR CIBALIUNG GOLD PROJECT
AUSTINDO'S INTEREST IN CIBALIUNG INCREASED TO 95%
(404K)
03 June FARM-OUT OF CIBALIUNG GOLD PROJECT TO EAST ASIA MINERALS NOT TO PROCEED (212K)
28 May CONSOLIDATION OF CAPITAL COMPLETED (220K)
28 May NEW EXPLORATION AREA "BIMA" GRANTED (296K)
21 May CONSOLIDATION OF CAPITAL APPROVED BY SHAREHOLDERS
CHANGE OF NAME TO "ARC EXPLORATION LIMITED"
(192K)
20 May SLIDE PRESENTATION TO ANNUAL GENERAL MEETING (3.9MB)
20 May OUTCOME OF AGM (148K)
20 May CHAIRMAN'S ADDRESS - ANNUAL GENERAL MEETING (188K)
13 May ARX EXECUTES A HEADS OF AGREEMENT FOR A FARM-OUT OF THE CIBALIUNG GOLD PROJECT (284K)
05 May APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - Bruce Watson (148K)
05 May APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - John Carlile (148K)
30 April MARCH 2008 QUARTER ACTIVITIES REPORT (460K)
28 April APPENDIX 5B - MARCH 2008 QUARTER (176K)
22 April 2007 ANNUAL REPORT (3.9MB)
21 April RIGHTS ISSUE COMPLETED RAISING $13.1 MILLION (48K)
21 April NOTICE OF AGM and EXPLANATORY STATEMENT (720K)
01 April RIGHTS ISSUE - SECOND CLEANSING STATEMENT (56K)
27 March APPENDIX 3B - NEW ISSUE ANNOUNCEMENT (96K)
27 March 2007 ANNUAL FINANCIAL REPORT (648K)
14 March RIGHTS ISSUE - CLEANSING STATEMENT (60K)
14 March RIGHTS ISSUE - OFFER DOCUMENT (64K)
14 March APPENDIX 3B - RIGHTS ISSUE NEW ISSUE ANNOUNCEMENT (100K)
07 March APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - George Tahija (16K)
07 March APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - John Carlile (16K)
06 March ARX DEBT TO EQUITY SWAP COMPLETED WITH ALLOTMENT OF SHARES & OPTIONS TO DEBT PROVIDERS (56K)
31 January OUTCOME OF GENERAL MEETING (64K)
31 January DECEMBER 2007 QUARTER ACTIVITIES REPORT (292K)
31 January APPENDIX 5B - DECEMBER 2007 QUARTER (36K)
04 January SENIOR MANAGEMENT APPOINTMENTS MADE AT AUSTINDO (24K)
04 January FINAL DIRECTOR'S INTEREST NOTICE - APPENDIX 3Z (88K)
2007 ANNOUNCEMENTS
2006 ANNOUNCEMENTS
2005 ANNOUNCEMENTS


10 December

APPENDIX 3B - NEW ISSUE ANNOUNCEMENT

23 Ordinary Shares issued upon exercise of ARXO Options.

PDF File (264K)


02 December

CHANGE OF REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

Arc Exploration Limited (ASX Code: ARX) advises that it has relocated it Registered Office and Principal Place of Business to:

C/- Suite 1502, Level 15
Keycorp Tower B
799 Pacific Highway
CHATSWOOD NSW 2067

Tel: + 61 2 9419 8044
Fax: + 61 2 9419 8099

ABOUT ARC EXPLORATION LIMITED (ARX)

Formed in 1983, Arc Exploration Limited is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

For further information please contact:

Andrew J. Cooke
Company Secretary

Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au


14 November


14 November

UPDATE ON CIBALIUNG GOLD PROJECT

PLACED ON CARE AND MAINTENANCE ONLY

Arc Exploration Limited advises that activities at the Company's Cibaliung Gold Project site have been reduced to provide for care and maintenance only. This action has been taken to preserve cash pending resolution of project funding.

In order to preserve cash the Company has commenced the process of terminating the employment of staff and contractors on site. A limited number of personnel will be engaged to provide site security and to carry out underground and surface maintenance work.

The ANZ Bank, the project lender, has supported this course of action and provided certain undertakings to the Company to allow it to continue to pursue a funding solution for the Cibaliung Project. The Company is in ongoing discussions with a number of parties in this regard.

In addition the 30 November 2008 Convertible Noteholders have agreed in principle to an extension of the Redemption Date to 29 January 2010.



ABOUT ARC EXPLORATION LIMITED (ARX)

Formed in 1983, Arc Exploration Limited is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

For further information please contact:

Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au

Or visit the website www.arcexploration.com.au


03 November


30 October


16 October

UPDATE ON CIBALIUNG GOLD PROJECT

DEVELOPMENT REDUCED PENDING RESOLUTION OF PROJECT FUNDING

Arc Exploration Limited advises that ongoing development at the company's Cibaliung Gold Project has been further reduced pending the resolution of project funding.

For the time being activities on site will be limited to underground maintenance and upgrading of site infrastructure in advance of the wet season.

The Company is continuing discussions with a number of parties to earn an interest in the project.





ABOUT ARC EXPLORATION LIMITED (ARX)

Formed in 1983, Arc Exploration Limited is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

For further information please contact:

John C. Carlile
Managing Director

Email: carlile1@attglobal.net
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au

Or visit the website www.arcexploration.com.au


02 October

UPDATE ON DEVELOPMENT OF CIBALIUNG GOLD PROJECT

GOLD HEDGE BOOK CLOSED OUT

Arc Exploration Limited advises that it has reached agreement with ANZ Bank to close out the hedge book which was originally put in place in 2006 in conjunction with a project financing for the Company's Cibaliung Gold Project (ARX 95%) located in Banten Province, Java, Indonesia.

As a result, the commitment to deliver 141,796 ounces of gold at US$651.15 and 43,595 ounces of gold at US$658.00 has been extinguished and the project debt has increased from US$20m to US$60m.

Closing of the hedge book means that all of the gold to be produced from the Cibaliung Gold Project will be sold at prevailing spot gold prices and the project revenues will have true exposure to the gold price.

Project Funding

As previously advised, the Company is continuing its discussions with a number of parties to earn a direct interest in the project by funding the remaining development expenditure through to positive cashflow.

The Company is also in ongoing discussions with ANZ Bank regarding existing debt facilities and has accepted an additional cost overrun facility in the amount of US$4 million offered by ANZ Bank. The Company is now proceeding with the various conditions precedent to permit drawdown of this facility at the earliest opportunity.


ABOUT ARC EXPLORATION LIMITED (ARX)

Formed in 1983, Arc Exploration Limited is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

For further information please contact:

John C. Carlile
Managing Director

Email: carlile1@attglobal.net
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au

Or visit the website www.arcexploration.com.au


26 September

UPDATE ON DEVELOPMENT OF CIBALIUNG GOLD PROJECT

UNDERGROUND DEVELOPMENT PROGRESSING WELL
GOLD GRADE EXCEEDS EXPECTATIONS

Arc Exploration Limited is pleased to confirm further stockpiling of mineralised material on the ROM pad at the Company's Cibaliung Gold Project (ARX 95%) located in Banten Province, Java, Indonesia and that gold grades have exceeded expectations.

Total decline development to date has advanced to 1,160 metres.

The Vent Access cross-cut has intersected the southern end of the Cikoneng shoot at the 1132 mRL. Assay results received for continuous-chip samples taken across the Cikoneng shoot in this cross-cut returned an average grade of 7.2 g/t Au & 42 g/t Ag over an estimated true-width of 3.2 m. The grade & width of the shoot both exceed expectations from this section of the original resource model. These results may also up-grade this area of the Cikoneng shoot into pay-grade ore available for mechanised mining.

Stockpiling of mineralised vein material intersected in the Vent Access cross-cut has presented approximately 200 tonnes of potential ore to the ROM pad to date. Another 200 tonnes of low-grade mineralised wallrock is also stored on the ROM pad.


View of mineralised material stockpiled on ROM pad, looking southwest

Cross-cut No. 1 has progressed along the 1120 mRL and is projected to be within a few metres of the upper middle section of the Cikoneng shoot. Steel sets have been installed to provide additional support due to water ingress from abandoned artisanal workings. As a result of intersecting these workings, it has been possible to dewater the ore-shoot at this level and the water table has dropped considerably. Cross-cut No. 2, only recently commenced at the 1095 mRL, is projected to be approximately 26m from the upper-middle section of the Cikoneng shoot.

Development of the Cibitung decline has now resumed and is advancing well. The focus of underground development has now shifted to the Cibitung decline so that the two ore shoots can ultimately be developed in the most efficient way.

With underground development proceeding substantially in line with the Company's expectations, it has now been agreed with the Redpath Group that their training and supervisory services will be discontinued. The Company now has an experienced team of underground miners and trained supervisors who will continue with ongoing underground development.

The information in this report that relates to Underground Sampling Results is based on information compiled by Mr. Brad Wake, who is a member of the Australian Institute of Geoscientists. Mr. Wake has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.' Mr. Wake consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

Project Funding

The Company is continuing its discussions with a number of parties to earn a direct interest in the project by funding the remaining development expenditure through to positive cashflow.

The Company is also in ongoing discussions with ANZ Bank regarding existing debt and hedging facilities. The Company has accepted an additional cost overrun facility in the amount of US$4 million offered by ANZ Bank and is now proceeding with documentation and satisfaction of conditions precedent to permit drawdown of this facility at the earliest opportunity.


ABOUT ARC EXPLORATION LIMITED (ARX)

Formed in 1983, Arc Exploration Limited is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

For further information please contact:

John C. Carlile
Managing Director

Email: carlile1@attglobal.net
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au

Or visit the website www.arcexploration.com.au


11 September

UPDATE ON DEVELOPMENT OF CIBALIUNG GOLD PROJECT


UNDERGROUND DEVELOPMENT ACCESSES FIRST ORE PANEL AND STOCKPILING ON ROM PAD COMMENCES

Arc Exploration Limited is pleased to confirm that underground development at the Company's Cibaliung Gold Project (ARX 95%) located in Banten Province, Java, Indonesia has advanced and stockpiling of mineralised material on the ROM pad has now commenced.

Total decline development to date has advanced to over 1,100 metres. Development is currently proceeding on three headings to access the Cikoneng ore shoot. The stockpiling of mineralised rock has commenced from the vent access cross-cut. The cross-cut No. 1 is within 6 m of the projected ore shoot and cross-cut No. 2, which was only recently commenced, is 35m from the projected ore shoot. The Cibitung decline development is currently on hold pending resolution of a longer term financial solution for completion of the mine.

Commencement of stockpiling of mineralised material from the first ore panel.

August 2008 Base Case Financial Model:

As part of the Company's periodic review and update of estimated project costs and funding requirements and finalising the group's half-year financial results, the Company completed a further review of its detailed Base Case Financial Model (BCFM) in late August 2008. The BCFM assumes that first gold pour will not be achieved until the third quarter 2009. Production is projected to ramp up to planned throughput of ~260,000 tonnes per annum over an 18 month period from first gold pour and to achieve positive cash flow in the March quarter of 2010. Net total Development (Capex and Opex less revenue) costs from commencement of construction in July 2005 through to positive cash flow are expected to amount to US$129.2 million. Total development expenditure (excluding project exploration and development prior to July 2005) to 31 August 2008 stands at approximately US$87.7 million. Further funding of US$41.5 million is required to achieve positive cashflow (including an additional provision for contingency but excluding planned exploration at Cibaliung).

In addition, the revised BCFM identifies increases in the life of mine cash operating costs from the US$366/ounce advised in July 2008 to a revised cash operating cost of US$398/ounce.


US$ per Ounce
Direct Operating Expenses (including smelting) and refining)
$491
By Product Credits*
($ 93)


Cash Operating Costs**
$398


* Silver assumed @ US$12.50 per ounce
** Does not include Royalties payable of 3.75% for Gold and 3.25% for Silver

The increase of US$32 /ounce is primarily attributable to the following:

  • increased cost of support associated with more extensive use of rock bolts, mesh and fibrecrete in underground development;
  • increased allowance for labour, employees and employee on-costs;
  • increased fixed costs over life of mine
  • reduced by-product credits with the fall in silver prices

Project Funding

The Company is in ongoing discussions with a number of parties who may earn a direct interest in the project by funding the remaining development expenditure.

The Company is also in ongoing discussions with ANZ Bank regarding existing debt and hedging facilities. The ANZ Bank has agreed to provide an additional cost overrun facility in the amount of US$4 million subject to satisfaction of certain conditions precedent which the Company is now seeking to address. This additional funding is expected to enable operations to continue at Cibaliung until 31 October 2008. ANZ Bank has advised the Company that it will not be in a position to provide additional funding beyond that date.

The Company will shortly require further funding to continue the development of the Cibaliung Gold Project if a farm-in partner is not identified. If such or alternate funding is not obtained in a timely manner the Company will halt operations at Cibaliung.


ABOUT ARC EXPLORATION LIMITED (ARX)

Formed in 1983, Arc Exploration Limited is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

For further information please contact:

Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au


Or visit the website www.arcexploration.com.au


14 July

Mr. Robert Willcocks appointed as Non-Executive Director

Arc Exploration Limited ("ARX") is pleased to announce that Mr. Robert Willcocks has been appointed as a Non-Executive Director.

Mr Willcocks is a former senior partner with Mallesons Stephen Jaques, the major Australian law firm and is now a corporate adviser. Mr Willcocks has represented clients in the energy and mining sectors for more than 30 years. He is currently a non-executive director of CBH Resources Limited (listed on the ASX) and of APAC Resources Limited, a Hong Kong listed company (an investor in the resources industry).

Mr Willcocks has had an extensive business career having been at various times a director of BanPu Australia Pty Ltd, Oakbridge Pty Ltd Emperor Mines Limited, Energy World Corporation Limited, eStar Online Trading Limited, RIMCapital Limited (Chairman) and Bond University Limited.

Mr Willcocks was appointed by the Australian Government to be a member of the Australian International Legal Advisory Committee for the term of its program in the 1990s. He is a former member of the Australia-Vietnam Business Council.

The Chairman of ARX Mr Bruce Watson said, "We are delighted to have a businessman of Bob Willcocks' experience joining our Board and look forward to his contribution to the company."

ARX welcomes the appointment of Mr. Willcocks as a Director.


ABOUT ARC EXPLORATION LIMITED (ARX)

Formed in 1983, Arc Exploration Limited is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

For further information please contact:

Bruce J. Watson
Chairman
Tel: + 61 2 9236 7566
Email: bwatson@cubecorp.com.au
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au

Or visit the website www.arcexploration.com.au


10 July

APPENDIX 3B - NEW ISSUE ANNOUNCEMENT

129 Ordinary Shares issued upon exercise of ARXO Options.

PDF File (216K)


01 July

CHANGE OF NAME TO "ARC EXPLORATION LIMITED"

Shareholders at the Company's Annual General Meeting held on 20 May 2008 approved a change of name from Austindo Resources Corporation NL to Arc Exploration Limited.

The Company has also changed from NL status to become a public limited company.

The change of name to Arc Exploration Limited reflects our focus on Indonesia - and in particular on exploration for high-grade gold-silver and bulk tonnage deposits along the highly prospective Indonesian magmatic arcs.


ABOUT ARC EXPLORATION LIMITED (ARX)

Formed in 1983, Arc Exploration Limited is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

For further information please contact:

Bruce J. Watson
Chairman
Tel: + 61 2 9236 7566
Email: bwatson@cubecorp.com.au
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au

Or visit the website www.arcexploration.com.au


10 June

ANZ TO PROVIDE ADDITIONAL DEBT FUNDING FOR CIBALIUNG GOLD PROJECT

AUSTINDO'S INTEREST IN CIBALIUNG INCREASED TO 95%

ANZ DEBT FUNDING

Austindo Resources Corporation NL ("Austindo" or the "Company") is pleased to announce that ANZ Bank will provide an additional US$5 million of debt funding to enable the Company to continue development of the Cibaliung Gold Project.

These funds will be applied over the next three months primarily to advance the main Cikoneng decline, vent access and cross-cuts to ore in the Cikoneng ore shoot with the objective of reaching the ore body and commencing the stockpiling of ore. As at 9 June 2008, the decline was less than 50 metres from the Cikoneng ore body.

Work on the gold processing plant over the next three months will be limited to care and maintenance and planning for recommencement of construction when the Company has put in place funding to complete the Project. Other infrastructure works on site have been scaled back to conserve financial resources in the near term.

The Company acknowledges the support for and confidence in the Cibaliung Gold Project shown by its financiers and will over the next three months be seeking long term funding, while continuing with underground development.

The Company had sought voluntary suspension of its securities in the interests of an informed market pending the conclusion of discussions with the ANZ on 6 June 2008. The market now being fully informed the Company has elected to reinstate its securities forthwith.


AUSTINDO'S EQUITY IN CIBALIUNG GOLD PROJECT INCREASED TO 95%

The Company is also pleased to advise that agreement has been reached with PT Antam Tbk for the Company's interest in the Cibaliung Gold Project to increase from 89.75% to 95.0%.


RESTRUCTURING OF AUSTINDO AND ITS TO FOCUS ON EXPLORATION IN INDONESIA

At the Company's Annual General Meeting held on 20 May 2008 shareholder approved a 50 to 1 consolidation of capital and a change of name to Arc Exploration Limited. The change of name is to become effective on 28 June 2008.

This restructuring is part of a strategy to build on the Company's demonstrated exploration strengths in Indonesia.

In accordance with this strategy and with the support of ANZ as referred to above, the Company will:

  • Continue mine development at Cibaliung while also pursuing alternatives to secure the necessary funding to complete the project;
  • Pursue other exploration opportunities in Indonesia, including the Trenggalek and Pekalongan KPs in Java and the Bima KP in Sumbawa;
  • Maintain its strategic alliance with Anglo American Group to explore for large copper/gold porphyry deposits in the Province of West Papua in Indonesia.
  • Seek to generate new project opportunities and strategic relationships in Indonesia.

EXPLORATION IN INDONESIA

Austindo believes that its current exploration portfolio has outstanding potential, and that there remains significant value to be unlocked for shareholders.

Trenggalek Project, East Java (ARX - 95%)

The Company commenced exploration work on the 17,586 ha tenement in mid-2006 and has conducted prospecting and mapping over the northern half of the tenement. The project area comprises prospective Oligocene-Miocene age volcano-sedimentary rocks similar to those at Cibaliung. Previous exploration in the late 1990's found high-grade float and traced it to narrow epithermal quartz vein outcrops at the Kojan, Buluroto and Sentul prospects. The very encouraging results from sampling of these veins together with results from vein-float found in our recent work suggest the presence of multiple high-grade quartz vein sources within the tenement.

The aim of future exploration is to test the known veins, locate additional veins indicated by float and then to drill test them at the earliest opportunity. All permitting necessary to allow drilling to proceed is in place.


Pekalongan Project, Central Java (ARX - 95%)

The Company commenced exploration work on the 5,618 ha tenement in early 2006 and has conducted prospecting and mapping over the eastern side of the tenement. Similar to Trenggalek, the project area comprises prospective volcano-sedimentary rocks.

Previous exploration in the 1990's found high-grade vein-gold float surrounded by zones of low-grade gold-silver-lead mineralisation in quartz stockwork at the Kuning Prospect. Exploration will continue to investigate the tenement for high-grade vein-gold targets and aim to advance the project to a scout drilling phase with subsequent follow up drilling if justified by results.


Bima Project, Sumbawa (ARX - 95%)

On 28 May the Company announced that it had secured a new joint venture interest in the Bima Project.

The Bima project covers an area of 24,980 ha in West Nusa Tenggara Province, East Sumbawa on a segment of the highly prospective Sunda-Banda Magmatic Arc, which is host to the giant Batu Hijau porphyry copper-gold deposit, located in west Sumbawa. This new project is prospective for both high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

The initial program at Bima will comprise regional mapping and drainage sampling in the first twelve-months of the KP permit to identify prospects for detailed exploration and evaluation.


Aisasjur Project, Papua - Anglo Strategic Alliance (ARX - 20%)

The Company has a 20% interest in a strategic alliance with the Anglo American Group ("Anglo") to explore for large copper/gold porphyry deposits in Papua. The Company's interest is fully funded by Anglo through to a development decision.

The first project identified, Aisasjur, covers an area of 9,486 hectares on the Bird's Head peninsula of West Papua Province. The project area lies within one of Indonesia's young Tertiary volcano- plutonic arcs and is prospective for both porphyry copper-gold and epithermal gold mineralisation styles.

Eight holes were recently drilled by Anglo for a total of 3,347.9 m on the Aisasjur Prospect. Low-grade copper-gold mineralisation associated with broad zones of alteration and stockworking was intersected in one of the holes and indicates the presence of a blind porphyry system. The encouraging results of this program are the basis for a proposed follow-up drilling program. All exploration at Aisasjur is funded by Anglo.


For further information please contact:

Andrew J. Cooke
Company Secretary

Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au


ABOUT AUSTINDO RESOURCES CORPORATION NL

Formed in 1983, Austindo Resources Corporation NL is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains a 95% interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

Shareholders at the Company's Annual General Meeting held on 20 May 2008 approved a number of measures to restructure the Company. A 50 to 1 consolidation of capital was approved which resulted in the Company's issued capital reducing to some 150 million ordinary fully paid shares.

In addition shareholders approved a change of name to Arc Exploration Limited to reflect the Company's future direction as an explorer. The change of name will become effective on 28 June 2008.

www.austindoresources.com.au


03 June

FARM-OUT OF CIBALIUNG GOLD PROJECT
TO EAST ASIA MINERALS NOT TO PROCEED

East Asia Minerals Corporation has advised Austindo Resources Corporation NL ("Austindo") that it will not be proceeding with the proposed farm-out of the Cibaliung Gold Project in Indonesia (the "Project").

Austindo will review its position in respect of the Project with appropriate stakeholders and report further to the market at the earliest opportunity.

For further information please contact:

Bruce J. Watson
Chairman
Tel: + 61 2 9236 7566
Email: bwatson@cubecorp.com.au
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au



ABOUT AUSTINDO RESOURCES CORPORATION NL

Formed in 1983, Austindo Resources Corporation NL is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains an interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

Shareholders at the Company's Annual General Meeting held on 20 May 2008 approved a number of measures to restructure the Company. A 50 to 1 consolidation of capital was approved which will result in the Company's issued capital reducing to some 150 million ordinary fully paid shares. The Company's ASX code is ARXDA while the consolidation of capital is being finalised and will revert to ARX thereafter.

In addition shareholders approved a change of name to Arc Exploration Limited to reflect the Company's future direction as an explorer. The change of name will become effective towards the end of June 2008.

www.austindoresources.com.au


28 May

CONSOLIDATION OF CAPITAL COMPLETED

As previously advised a consolidation of capital (the "Consolidation") was approved by shareholders at the Company's Annual General Meeting held on 20 May 2008.

The Consolidation has today been effected on the basis of every fifty (50) fully paid ordinary shares in the capital of the Company being consolidated into one (1) fully paid ordinary share in the capital of the Company.

As a result the Company's quoted issued capital is now comprised of:

  • 149,761,559 fully paid ordinary shares (ARX - currently trading on a deferred settlement basis as ARXDA); and
  • 7,940,881 options exercisable at 75 cents with an expiry date of 30 June 2012 (ARXO - currently trading on a deferred settlement basis as ARXDB)
Each shareholder and optionholder will be sent a notice by not later than Tuesday 3 June 2008 advising the number of shares and options held before and after consolidation.

Normal trading on a T+3 basis will resume on Wednesday 4 June 2008.

This process forms part of a re-launching of the Company, together with a change of name to Arc Exploration Limited, to reshape and reflect its future direction as an explorer. Arc Exploration Limited reflects our focus on Indonesia and in particular on exploration for high-grade gold-silver and bulk tonnage deposits along the highly prospective Indonesian magmatic arcs.

The change of name to Arc Exploration Limited will be effective on and from the date on which the change in the Company's type from a public no liability company to a public company limited by shares pursuant to section 164(6) of the Corporations Act 2001 (Cth) becomes effective. This process involves an application to ASIC and becomes effective one month after publication in the Government Gazette. Accordingly it is anticipated that the change of name will be effective towards the end of June 2008.


For further information please contact:
Bruce J. Watson
Chairman
Tel: + 61 2 9236 7566
Email: bwatson@cubecorp.com.au
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au


ABOUT AUSTINDO RESOURCES CORPORATION NL

Formed in 1983, Austindo Resources Corporation NL is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.
In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.
The Company also retains an interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

Shareholders at the Company's Annual General Meeting held on 20 May 2008 approved a number of measures to restructure the Company. A 50 to 1 consolidation of capital was approved which will result in the Company's issued capital reducing to some 150 million ordinary fully paid shares. The Company's ASX code is ARXDA while the consolidation of capital is being finalised and will revert to ARX thereafter.

In addition shareholders approved a change of name to Arc Exploration Limited to reflect the Company's future direction as an explorer. The change of name will become effective towards the end of June 2008.

www.austindoresources.com.au


28 May

NEW EXPLORATION AREA "BIMA" GRANTED


AUSTINDO DELIVERS ON STRATEGY TO ADD VALUE THROUGH FOCUS ON EXPLORATION IN INDONESIA

Austindo Resource Corporation NL (ARX) - (ASX Code: ARXDA pending finalisation of capital reconstruction) announced today that a new exploration area in Indonesia has been granted in which ARX has a 95% joint venture interest.

This represents a significant first step forward in the company's exploration strategy focusing on opportunities in the highly prospective Indonesian magmatic arcs.

The new tenement, known as Bima, has been granted under a Kuasa Pertambangan ("KP") held by P.T. Sumber Mineral Nusantara with whom ARX has a joint venture relationship.

The KP covers an area of 24,980 ha in West Nusa Tenggara Province, East Sumbawa. The Bima KP lies on a segment of the highly prospective Sunda-Banda Magmatic Arc, which is host to the giant Batu Hijau porphyry copper-gold deposit, located in west Sumbawa. The new KP area is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

The Company will undertake regional mapping and drainage sampling in the first twelve-months of the KP permit to identify prospects for detailed exploration and evaluation.

"The granting of the new Bima KP is an excellent example of Austindo's renewed focus on exploration with the objective of discovering and proving up high-grade bulk gold-base metal resources", Austindo's Managing Director Mr. John Carlile said.


ABOUT AUSTINDO RESOURCES CORPORATION NL

Formed in 1983, Austindo Resources Corporation NL is an Australian listed exploration company focused on exploring Indonesia.

The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for high-grade epithermal gold/silver deposits. The Company also holds a 95% joint venture interest in the Bima prospect in East Sumbawa which is prospective for high-grade epithermal gold-silver and bulk tonnage porphyry-style gold-base metal deposits.

In addition, the Company has a strategic alliance with the Anglo American Group to explore for large porphyry copper/gold deposits in Papua.

The Company also retains an interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

Shareholders at the Company's Annual General Meeting held on 20 May 2008 approved a number of measures to restructure the Company. A 50 to 1 consolidation of capital was approved which will result in the Company's issued capital reducing to some 150 million ordinary fully paid shares. The Company's ASX code is ARXDA while the consolidation of capital is being finalised and will revert to ARX thereafter.

In addition shareholders approved a change of name to Arc Exploration Limited to reflect the Company's future direction as an explorer. The change of name will become effective towards the end of June 2008.



For further information please contact:

Andrew J. Cooke
Company Secretary

Tel: + 61 2 9419 8044

Email: andrewcooke@arx.net.au


21 May

CONSOLIDATION OF CAPITAL APPROVED BY SHAREHOLDERS

CHANGE OF NAME TO "ARC EXPLORATION LIMITED"

A consolidation of capital (the "Consolidation") was approved by shareholders at the Company's Annual General Meeting held on 20 May 2008.

The Consolidation will take place on the basis of every fifty (50) fully paid ordinary shares in the capital of the Company being consolidated into one (1) fully paid ordinary share in the capital of the Company. As a result the Company will have approximately 150 million shares on issue rather than an unmanageable 7.5 billion. This process forms part of a re-launching of the Company, together with a change of name to Arc Exploration Limited, to reshape and reflect its future direction as an explorer.

Convertible Notes and Options will be adjusted on the same consolidation ratio of 50 to 1.

The timetable for the consolidation is as follows:

Shareholder Meeting + Notify ASX of Result of Meeting.
Last day for trading of pre-consolidated shares.

Tuesday 20 May 2008
Trading in consolidated shares starts on a deferred settlement basis:
ARXDA (Ordinary Shares)
ARXDB (Options)

Wednesday 21 May 2008
Last day for Company to register transfers on a pre-consolidation basis.

Tuesday 27 May 2008
Deferred settlement trading of consolidated shares ends.
Last day for the Company to send notice to each security holder advising details including number of shares held before and after consolidation.
Last day for Company to register holdings on a post-consolidation basis.

Tuesday 3 June 2008
Trading on normal T+3 basis resumes.
Wednesday 4 June 2008

The Chairman - Mr. Bruce Watson commented on the restructuring of the Company and its future as an explorer, saying:

"Today marks a new beginning for our company. With the East Asia transaction we retain a significant share in a producing gold mine and are freed up to undertake what we do best, exploration in Indonesia. Our company has had great success in this area and going forward we will concentrate on these strengths.

In order to highlight the new direction for our company, a new name Arc Exploration Limited is proposed which reflects our focus on Indonesia - and in particular on exploration for high-grade gold-silver and bulk tonnage deposits along the highly prospective Indonesian magmatic arcs.

We are dropping the NL status to become a public limited company and consolidating our shares. These steps are part of a re-launching of the company to reshape and reflect its new direction.

We have valuable properties at Trenggalek and Pekalongan and long standing relations with companies like PT Aneka Tambang and Anglo American. As Arc Exploration we will focus on these assets and on securing new opportunities.

We are confident that in time Cibaliung will be a valuable asset and we expect to participate in the further growth of that asset while exploration success is achieved at the same time.

Finally, we look forward to your continued support of Arc Exploration Limited and its future as a focused exploration company."

The change of name to Arc Exploration Limited will be effective on and from the date on which the change in the Company's type from a public no liability company to a public company limited by shares pursuant to section 164(6) of the Corporations Act 2001 (Cth) becomes effective. This process involves an application to ASIC and becomes effective one month after publication in the Government Gazette. Accordingly it is anticipated that the change of name will be effective towards the end of June 2008.


For further information please contact:

Bruce J. Watson
Chairman
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9236 7566 Tel: + 61 2 9419 8044
Email: bwatson@cubecorp.com.au Email: andrewcooke@arx.net.au


ABOUT AUSTINDO RESOURCES CORPORATION NL (ARX)

Formed in 1983, Austindo Resources Corporation NL is an Australian listed exploration company focused on exploring Indonesia. The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for low sulphidation epithermal gold/silver deposits.

In addition the Company has a strategic alliance in Indonesia with the Anglo American Group which is exploring for large porphyry copper/gold deposits in Papua.

The company's also retains an interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).

www.austindoresources.com.au


20 May

Outcome of Annual General Meeting

20 May 2008

The Company's Annual General Meeting of Shareholders was held in Melbourne today in accordance with the Notice of Meeting issued to all shareholders.

The resolution to adopt the Remuneration Report was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,340,205,650 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 1,621,375 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 3,643,554 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 52,414,057 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to re-elect Mr. Bruce Watson was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,340,060,323 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 4,187,654 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 1,211,602 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 52,425,057 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to re-elect Mr. George Tahija was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,342,162,645 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 1,728,332 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 1,601,602 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 52,392,057 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to approve a 50 to 1 Consolidation of Capital was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,335,066,418 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 9,247,135 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 1,086,026 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 52,485,057 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to approve a change in the type of Company from NL to Limited was passed as a Special Resolution by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,343,965,629 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 1,226,236 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 307,714 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 52,385,057 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to adopt a new Constitution was passed as a Special Resolution by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,342,560,853 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 1,234,8112 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 1,701,714 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 52,387,057 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to approve a Change of Name to Arc Exploration Limited was passed as a Special Resolution by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,334,474,040 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 3,701,665 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 6,950,541 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 52,758,390 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to approve a grant of options to Mr. John Carlile was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,330,822,899 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 12,428,632 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 2,174,715 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 42,627,097 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to approve a grant of options to Mr. Bruce Watson was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,329,841,656 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 13,369,875 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 2,174,715 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 42,627,097 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


The resolution to approve a grant of options to Mr. George Tahija was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 4,331,652,547 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 11,598,984 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 2,174,715 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 42,627,097 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.


An informal presentation made after the meeting in annexed hereto.


Yours sincerely


Andrew J Cooke
Company Secretary


20 May

CHAIRMAN'S ADDRESS

ANNUAL GENERAL MEETING - 20 MAY 2008

The last year has been a challenging one for our Company. We have faced many issues with our project at Cibaliung including delays, poor ground conditions, industry wide cost increases and difficulties in funding the mine through to completion.

Nevertheless, we have made real progress on site with, as I speak, only 65 meters to drive to the first ore panel and about three month's worth of work to complete the processing plant. Work on the tailings dam and other site infrastructure is also underway.

To complete the project and continue operations requires funding and material funding at that. During the year and up to date this year we raised A$39.2 million and around 50% of our debt was capitalized: however in the order of US$35m is still required to complete the project and become cash flow positive.

To procure the funding we needed, we approached various financial intermediaries and industry participants both in and out of Australia. This resulted in our announcement of last week whereby East Asia Minerals of Canada has agreed, subject to conditions being satisfied, to farm into Cibaliung providing US$35m and also to assume responsibility for the project's debt in exchange for a 72% interest. At the end of this process we expect to retain in the order of 23% of a completed Cibaliung Project.

Despite the difficulties encountered in bringing Cibaliung into production this is a relatively positive outcome for Austindo in the circumstances.

Today marks a new beginning for our Company. With the East Asia transaction we retain a significant share in a producing gold mine and are freed up to undertake what we do best, namely exploration in Indonesia. Our company has had some great successes in this area and going forward we are going to concentrate on these strengths.

We are now focusing on the future. In order to highlight the new direction for our company, a new name is proposed. Arc Exploration Limited reflects our focus on Indonesia - and in particular on exploration for high-grade gold-silver and bulk tonnage deposits along the highly prospective Indonesian magmatic arcs. In January this year we appointed John Carlile as Managing Director and Cahyono Halim as Chief Financial Officer. Both bring immense experience to our Company.

We are dropping the NL status and becoming a public limited company. Furthermore, we are consolidating our shares so that we will have approximately 150 million shares on issue rather than an unmanageable 7.5 billion. These steps are part of a re-launching of the Company to reshape and reflect our future direction.

We have valuable properties at Trenggalek and Pekalongan and long standing relations with companies like PT Aneka Tambang and Anglo American. As Arc Exploration we will focus on these assets and on securing new opportunities.

We are confident that in time Cibaliung will be seen as a valuable asset and we expect to participate in the further growth of that asset as exploration success is achieved.

I would also like to take this opportunity to thank all stakeholders in ARX for their patience. It has not been an easy road and particularly for employees it has been an uncertain time. I would also like to thank all of those, including interests associated with each board member and other members of the senior management team, who stepped up and supported the Company financially when asked to do so.

Finally, we look forward to your continued support of Arc Exploration Limited and its future as a focused exploration company.


For further information please contact:

Bruce J. Watson
Chairman
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9236 7566 Tel: + 61 2 9419 8044
Email: bwatson@cubecorp.com.au Email: andrewcooke@arx.net.au


ABOUT AUSTINDO RESOURCES CORPORATION NL (ARX)

Formed in 1983, Austindo Resources Corporation NL is an Australian listed exploration company focused on exploring Indonesia. The Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Trenggalek and Pekalongan and tenements located in East and Central Java respectively, areas prospective for low sulphidation epithermal gold/silver deposits.

In addition the Company has a strategic alliance in Indonesia with the Anglo American Group which is exploring for large porphyry copper/gold deposits in Papua.

The company's also retains an interest in the Cibaliung Gold Project, a high-grade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an overall annual rate of 70,000 oz (gold equivalent).


BOARD OF DIRECTORS
Bruce Watson - Chairman
George Tahija - Non-Executive Director
John Carlile - Non-Executive Director


www.austindoresources.com.au


13 May

ARX EXECUTES A HEADS OF AGREEMENT FOR A FARM-OUT OF THE CIBALIUNG GOLD PROJECT

Austindo Resources Corporation NL ("Austindo" or the "Company") is pleased to announce that it has entered into a binding Heads of Agreement with East Asia Minerals Corporation ("EAS") for a farm-out of the Cibaliung Gold Project in Indonesia ("Cibaliung" or the "Project").

The farm-out is conditional upon entering into a definitive Acquisition and Farm-In Agreement on or about 28 May 2008 as well as various approvals including, if necessary, Austindo shareholder approval. The key terms of the farm-out are summarised as follows:

  • EAS to contribute US$35 million directly into the Project. For this contribution, EAS will earn a 71.8% interest in the Project, and become the Project manager.

  • In addition, EAS is to assume responsibility for all debt obligations of the Project, which have an outstanding principal amount of US$15 million.

  • The funds contributed by EAS will be applied to advance the Project to positive cash flow, estimated to occur in the 2nd half of 2009, and to near mine exploration with the aim of delineating further reserves and resources.

  • In conjunction, the ANZ is to agree to delay commencement of delivery into the hedge book.
This result is the culmination of an extensive process that was announced in early March 2008 to secure a farm-in partner for the Project. Importantly, it provides Cibaliung with much needed funds to complete development and in due course capitalise on significant exploration potential near mine, with the intention to possibly increase mine life or throughput or both.


AUSTINDO'S STRATEGY FOR ADDING VALUE THROUGH FOCUS ON EXPLORATION IN INDONESIA

Following completion of the farm-out, Austindo will focus on its demonstrated exploration strengths in Indonesia with an emphasis on the discovery of high-grade epithermal gold-silver resources on the Company's other tenements in Java. The farm-out provides Austindo with an excellent opportunity to refocus and add value for shareholders by leveraging off its skill set and resultant asset portfolio, whilst significantly diversifying its risk profile and relieving it and its shareholders of the need to provide further significant capital for the Cibaliung Project. To further complete this transformation, Austindo is also currently seeking to change its name and consolidate the shares on issue at the upcoming Annual General Meeting.

Austindo's Managing Director Mr. John Carlile said "With Cibaliung substantially funded through to positive cash flow and under the operating management of EAS, Austindo is now in a position to redirect its core skills and experience to its other high quality exploration assets in Indonesia, whilst maintaining a significant interest in gold production at Cibaliung. The Company is looking forward to recommencing exploration activities, particularly at Trenggalek and Pekalongan, as well as pursuing new exploration opportunities with the objective of discovering and proving up new resources".


It is envisaged that, going forward, the revitalised Company will have:
  • A significant (non-operator) interest in a gold mine nearing production, where it is estimated that no or minimal additional contributions will be required. Furthermore, the Project will benefit from the strong skills and vision of the new manager, EAS;
  • A prospective exploration portfolio in Indonesia, including the Trenggalek and Pekalongan KPs, which will now become the focus of the Company. Austindo expects the current exploration portfolio, along with other potential prospects currently identified, to generate new project opportunities for the Company in the future;
  • A strategic alliance with Anglo American Group to explore for large copper/gold porphyry deposits in the Province of West Papua in Indonesia. Together with Anglo, Austindo believes that these areas are highly prospective for large copper gold porphyry deposits;
  • A new name, being Arc Exploration Limited; and
  • Shares on issue of around 149.8 million, rather than the unworkable 7.5 billion at present, following a 50 for 1 consolidation.
Austindo believes that its current exploration portfolio has outstanding potential, and that there remains significant value to be unlocked for shareholders. The farm-out allows Austindo to redirect its efforts to unlocking this value, and provides the means by way of future cash flows from Cibaliung.

Trenggalek Project, East Java (ARX - 95%)

The Company commenced exploration work on the 17,586 ha tenement in mid-2006 and has conducted prospecting and mapping over the northern half of the tenement. The project area comprises prospective Oligocene-Miocene age volcano-sedimentary rocks similar to those at Cibaliung. Previous exploration in the late 1990's found high-grade float and traced it to narrow epithermal quartz vein outcrops at the Kojan, Buluroto and Sentul prospects. The very encouraging results from sampling of these veins together with results from vein-float found in our recent work suggest the presence of multiple high-grade quartz vein sources within the tenement.

The aim of future exploration is to test the known veins, locate additional veins indicated by float and then to drill test them at the earliest opportunity. All permitting necessary to allow drilling to proceed is in place.


Pekalongan Project, Central Java (ARX - 95%)

The Company commenced exploration work on the 5,618 ha tenement in early 2006 and has conducted prospecting and mapping over the eastern side of the tenement. Similar to Trenggalek, the project area comprises prospective volcano-sedimentary rocks.

Previous exploration in the 1990's found high-grade vein-gold float surrounded by zones of low-grade gold-silver-lead mineralisation in quartz stockwork at the Kuning Prospect. Exploration will continue to investigate the tenement for high-grade vein-gold targets and aim to advance the project to a scout drilling phase with subsequent follow up drilling if justified by results.


Aisasjur Project, Papua - Anglo Strategic Alliance (ARX - 20%)

The Company has a 20% interest in a strategic alliance with the Anglo American Group ("Anglo") to explore for large copper/gold porphyry deposits in Papua. The Company's interest is fully funded by Anglo through to a development decision.

The first project identified, Aisasjur, covers an area of 9,486 hectares on the Bird's Head peninsula of West Papua Province. The project area lies within one of Indonesia's young Tertiary volcano- plutonic arcs and is prospective for both porphyry copper-gold and epithermal gold mineralisation styles.

Eight holes were recently drilled by Anglo for a total of 3,347.9 m on the Aisasjur Prospect. Low-grade copper-gold mineralisation associated with broad zones of alteration and stockworking was intersected in one of the holes and indicates the presence of a blind porphyry system. The encouraging results of this program are the basis for a proposed follow-up drilling program. All exploration at Aisasjur is funded by Anglo.


ABOUT EAST ASIA MINERALS CORPORATION

East Asia Minerals is an Asian-based, Canadian mineral exploration company with gold and copper exploration properties in Indonesia, and uranium exploration properties in Mongolia. In Indonesia the Company has a 70 to 85% interest in six advanced gold and gold-copper properties located in Aceh Province, Sumatra, and Sangihe Island, North Sulawesi. The Company owns ten uranium properties, including the advanced Ingiin-Nars, Ulaan Nuur and Enger uranium projects, and a 75% interest in the Khok Adar copper oxide discovery in Mongolia. East Asia currently has 55,645,372 shares outstanding. Its shares are listed for trading on the TSX Venture Exchange under the symbol "EAS".


KEY TERMS OF THE CIBALIUNG FARM-OUT

The key terms to be contained in the definitive Acquisition and Farm-in Agreement, as detailed in the Heads of Agreement are contained below:

  • EAS agrees to invest US$35 million cash to earn a 71.8% direct interest in the Project. Such payment is to be compose of three tranches, being:
    • The first tranche of US$5 million, which will be paid upon execution of the Acquisition and Farm-in Agreement, subject to and conditional on the ANZ agreeing to a restructure of the debt and hedging. The first tranche is to be refundable in certain instances, including PT Antam TBK ("Antam") exercising its pre-emptive right and Austindo not receiving shareholder approval for the farm-out.
    • The second tranche of US$20 million, which will be paid upon Completion, being the last date upon which the last condition precedent is satisfied.
    • The third tranche of US$10 million, which will be paid on an as needs basis, but by no later than 31 December 2008. At Completion EAS will provide Austindo with an irrevocable and unconditional bank guarantee in respect of the payment of this third tranche. In the event the bank guarantee is not paid by the bank, EAS's interest in the Project will be reduced in proportion to its contribution.

  • EAS to assume management responsibilities from the date of payment of the first tranche of US$5 million pursuant to the terms of the Acquisition and Farm-in Agreement.

  • EAS to assume responsibility for all debt obligations of the Project as at the date of Completion. The debt is currently comprised of a primary facility of US$13 million and a US$2 million over-run facility.

  • Austindo and EAS agree to negotiate with the ANZ, as the financier of the Project, to restructure the existing debt and hedging. In this regard, it is contemplated that ANZ would be requested to roll over the earlier hedge contracts on current market terms and delay any principal debt repayments scheduled to occur prior to positive cash flow.

  • Conditions precedent to Completion include:
    • Antam not exercising its pre-emptive right;
    • All necessary approvals being obtained including Austindo shareholder approval if required by ASX;
    • Existing shareholders in the Project joint venture vehicle consenting to the issue or transfer of shares to EAS; and
    • No material adverse effect or material breach of the agreements.

  • Conditions subsequent to Completion:
    • Badan Koordinasi Penanaman Modal approval, being the entity responsible for laws in relation to foreign investment in Indonesia; and
    • Executing an Amended Joint Venture Agreement over the Project.

  • Parties to use best endeavours to achieve Completion within 45 days of execution of the Acquisition and Farm-in Agreement.

  • Common representations and warranties will be provided by Austindo to EAS.

As part of the Heads of Agreement, Austindo and EAS have agreed to use best endeavours to execute an Acquisition and Farm-in Agreement by 28 May 2008. If a party terminates the Heads of Agreement, a break fee of US$875,000 will be payable, except in certain instances including if Antam executes its pre-emptive right or if title over the Projects can not be evidenced or is not in good standing. Additionally, EAS may terminate the Heads of Agreement without paying the break fee if it is dissatisfied with the base case financial model that is currently being revised for the purposes of restructuring the debt and hedging, as discussed above.



TIMETABLE

The indicative timetable of the farm-in is as follows:

- Execution of binding Heads of Agreement 13 May 2008
- Execution of definitive Acquisition and Farm-in Agreement On or about 28 May 2008
- Payment of first US$5 million tranche On or about 28 May 2008
- Austindo shareholder meeting to approve farm-in1 Around 30 June 2008
- Completion Around 15 July 2008

1. If required by the ASX


For further information please contact:

Andrew J. Cooke
Company Secretary

Tel: + 61 2 9419 8044

Email: andrewcooke@arx.net.au


05 May

APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - BRUCE WATSON

PDF File (148K)


05 May

APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - JOHN CARLILE

PDF File (148K)


21 April

RIGHTS ISSUE COMPLETED RAISING $13.1 MILLION

Austindo Resources Corporation NL (“ARX” or the “Company”) is pleased to confirm the following details in respect of its Rights Issue which closed on 16 April 2008.

The Rights Issue was underwritten by Australia and New Zealand Banking Group Limited (ANZ) to the extent of $10,908,695.

The details of allotment of shares effected today are summarised as follows:

For further information please contact:

Andrew J. Cooke
Company Secretary

Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au


21 April

Notice of Annual General Meeting
and Explanatory Statement

2007 Annual Report:

http://www.austindoresources.com.au/2007AnnualReport.html


THIS IS AN IMPORTANT DOCUMENT
AND REQUIRES YOUR ATTENTION

This document does not take into account your individual
circumstances. If you are in doubt about how to deal with it, please
consult your financial or other professional adviser.

10.30 a.m.
Tuesday, 20 May 2008
Oaks on Collins
480 Collins Street, Melbourne
Austindo Resources Corporation NL
ACN 002 678 640


Notice of Annual General Meeting

NOTICE is given that the Annual General Meeting of the Company will be held at Oaks on Collins, 480 Collins Street, Melbourne, Victoria at 10.30 a.m. on Tuesday, 20 May 2008.

ORDINARY BUSINESS

1. Receipt of the Company's Financial Report for the year ended 31 December 2007

Receipt of the Company's Financial Report and the Directors' Report and the Auditor's Report for the year ended 31 December 2007.

2. Remuneration Report

To consider and, if thought fit, pass the following Resolution:
"That the Remuneration Report in the Company's Annual Report be adopted."

3. Re-elect Mr Bruce Watson as a Director of the Company

To re-elect Mr Bruce Watson as a Director of the Company, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election.

4. Re-elect Mr George Tahija as a Director of the Company

To re-elect Mr George Tahija as a Director of the Company, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election.

SPECIAL BUSINESS

5. Approve a Consolidation of Capital

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

"That for the purposes of section 254H of the Corporations Act 2001, and for all other purposes, every fifty (50) fully paid ordinary shares issued by the Company be consolidated into one (1) fully paid ordinary share of the Company and that the entitlements under all Convertible Notes and Options issued by the Company be consolidated on the same basis of 50 to 1."

6. Approve a Change in the type of Company from NL to Limited

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

" That for the purposes of section 162(1) of the Corporations Act 2001, and for all other purposes, the Company change from a public no liability company to a public company limited by shares."

7. Adopt a new Constitution

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

" That for the purposes of section 136 of the Corporations Act 2001, and for all other purposes, with effect on and from the date on which the change in the Company's type from a public no liability company to a public company limited by shares pursuant to section 162(1) of the Corporations Act 2001 (Cth) becomes effective, the Company's current Constitution be repealed and a new Constitution in the form of the Constitution marked with the letter "A" and tabled at this meeting and summarised in the Explanatory Statement annexed to and forming part of this Notice of Meeting be adopted."

8. Approve a Change of Name to Arc Exploration Limited

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

"That for the purposes of section 157 of the Corporations Act 2001, and for all other purposes, with effect on and from the date on which the change in the Company's type from a public no liability company to a public company limited by shares pursuant to section 164(6) of the Corporations Act 2001 (Cth) becomes effective, the name of the Company be changed to Arc Exploration Limited."

9. Approve the Grant of Options to Mr John Carlile (Managing Director)

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

"That, for the purposes of Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr John Carlile a total of thirty two million (32,000,000) options (pre-consolidation) to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting."

10. Approve the Grant of Options to Mr Bruce Watson (Non-Executive Director)

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

"That, for the purposes of Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr Bruce Watson a total of sixteen million (16,000,000) options (pre-consolidation) to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting."

11. Approve the Grant of Options to Mr George Tahija (Non-Executive Director)

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

"That, for the purposes of Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and all other purposes, the Company be authorised to issue to Mr George Tahija a total of sixteen million (16,000,000) options (pre-consolidation) to purchase fully paid ordinary shares in the capital of the Company, on the terms and for the purposes set out in the Explanatory Memorandum annexed to and forming part of this Notice of Meeting."

The company will disregard any votes cast on Resolutions 9, 10 and 11 by:
  • Mr John Carlile, Mr George Tahija and Mr Bruce Watson and any of their respective associates.
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.

Dated at Sydney, on the 17thth day of April 2008


By order of the Board
Andrew J. Cooke
Company Secretary


2007 Annual Report:

The 2007 Annual Report is available on the Company's Website:
www.austindoresources.com.au
and
http://www.austindoresources.com.au/2007Annual Report.html


Proxies

  • A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy or not more than two proxies to attended and vote instead of the shareholder.
  • Where two proxies are appointed:

(i) a separate proxy Form, should be used to appoint each proxy;
(ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.

  • A shareholder can appoint any other person to be their proxy. A proxy need not be a shareholder of the Company. The proxy appointed can be described in the Proxy Form by an office held eg "the Chair of the Meeting".
  • In the case of shareholders who are individuals, the Proxy Form must be signed:

(i) if the shares are held by one individual, by that shareholder;
(ii) if the shares are held in joint names, by any one of them.

  • In the case of shareholders who are companies, the Proxy Form must be signed:

(i) if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form);
(ii) in the case of any other company by either two directors or a director and secretary.

The use of the common seal of the company, in addition to those required signatures, is optional.
  • If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a company outside those referred to above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy form, must be received by the Company by the time and at the place specified below.
  • A Proxy Form accompanies this notice. To be effective, Proxy Forms (duly completed and signed) must be received by the Company:
(i) by facsimile on +61 8 8236 2305or
(ii) at the Company's Share Registry :

Computershare Investor Services
GPO Box 242 Melbourne
Victoria 3001 Australia

no later than 48 hours before the time for the holding of the meeting.

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

In accordance with the Corporations Act 2001 (Cth), the directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 7.00pm on 18 May 2008.

AUSTINDO RESOURCES CORPORATION NL
(ACN 002 678 640)

EXPLANATORY STATEMENT





IMPORTANT NOTICE


This Explanatory Statement contains an explanation of, and information about, each of the resolutions to be considered at the Annual General Meeting. It is given to Austindo Resources Corporation NL's Shareholders to help them determine how to vote on the matters set out in the accompanying Notice of Meeting.


Shareholders should read this Explanatory Statement in full, because individual Sections may not give a comprehensive review of the proposals contemplated in this Explanatory Statement. This Explanatory Statement forms part of the accompanying Notice of Meeting and should be read with the Notice of Meeting.

Words or expressions used in the Notice of Meeting and in this Explanatory Statement are defined in the Glossary.

If you are in doubt about what to do in relation to the proposal, you should consult your financial or other professional adviser.

ORDINARY BUSINESS

1. Financial Report - Year ended 31 December 2007

The Corporations Act requires the financial report (which includes the financial statements and the directors' declaration), the directors' report and the auditor's report to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the financial report, the directors' report or the auditor's report. Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the financial report.

2. Resolution 2 - Remuneration Report

The Directors' Report for the year ended 31 December 2007 contains a Remuneration Report which sets out the policy on remuneration of the directors of the Company and specified executives on the Company.

The Corporations Act requires that a resolution be put to the vote that the Remuneration Report be adopted. The Corporations Act expressly provides that the vote is advisory and does not bind the directors of the Company.

Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

3. Resolution 3 - Re-election of Bruce Watson

Mr Watson is the Managing Director of Cubic Corporate Advisory Pty. Limited and was previously  Head, Corporate Advisory & Equities at Westpac Institutional Bank and prior to that a founding director of Grant Samuel & Associates Pty. Limited. Mr Watson has a diverse and comprehensive background across the Australian banking and investment community and a high level of technical capability within the core areas of legal and financial structuring. Mr Watson was also formerly a director of Austindo from 1998 until April 2001.

Mr Watson was appointed as a Director of the Company on 3 April 2005 and as Non-Executive Chairman on 23 June 2005. Mr Watson is also a member of the Audit Committee. He holds degrees in Commerce and Law.

4. Resolution 4 - Re-election of George Tahija

Mr Tahija is the President Director of the Austindo Group of Indonesia and is also a Commissioner of Freeport Indonesia. His qualifications include a BSc. in Mechanical Engineering from Trisakti University, Jakarta, Indonesia and an MBA from the University of Virginia, USA. He has extensive involvement in the principal activities of the Austindo Group of Indonesia which include financial services, agribusiness and exploration and mining.

Mr Tahija was appointed as a Director of the Company on 3 March 1998.


SPECIAL BUSINESS

5. Approve a Consolidation of Capital

Resolution 5 seeks to consolidate the Company's share capital in a ratio of 1 new share for every 50 existing fully paid ordinary shares. Following completion of the Rights Issue which closes on 16 April 2008 the Company will have in the order of 7,488,086,564 ordinary fully paid shares on issue. If Resolution 5 is passed, this will result in the number of issued securities of the Company reducing to approximately 149,761,731 ordinary fully paid shares and individual holdings will be consolidated accordingly. Convertible Notes and Options will be reduced on the same consolidation ratio of 1 for 50. For fractions, shares will be rounded up on or down to the nearest whole share.

This proposal requires shareholder approval by ordinary resolution in accordance with Section 254H of the Corporations Act.

Compared to its peers listed on the ASX, the Company currently has an abnormally high number of shares on issue relative to its market capitalisation. The Board believes that the share consolidation will establish a lower number of shares on issue and a share price that is more appropriate for a listed entity of its size.

As the consolidation applies equally to all shareholders (subject only to the rounding of fractions), ti will have no material effect on the percentage interest of each shareholder. Furthermore, the aggregate value of each shareholders proportional interest in the Company should not materially change as a result of the consolidation.
Theoretically, the per share market price of each share following the consolidation should increase by a factor of 50 times the current prevailing share price. In reality, the actual effect on the per share market price will depend on a range of factors and the market price following consolidation may be higher or lower than the theoretical post-consolidation price.

The timetable for the proposed consolidation is set out below. Subject to shareholder approval, the proposed consolidation will take effect from the date of the shareholder meeting, being 20 May 2008.

Shareholder Meeting + Notify ASX of Result of Meeting.
Last day for trading of pre-consolidated shares.
20 May 2008
Trading in consolidated shares starts on a deferred settlement basis.
21 May 2008
Last day for Company to register transfers on a pre-consolidation basis
27 May 2008
First day for Company to send notice to each security holder advising details including number of shares held before and after consolidation
First day for Company to register holding on a post-consolidation basis and first day for issue of holding statements
28 May 2008
Deferred settlement trading of consolidated shares ends.
Last day for the Company to send notice to each security holder advising details including number of shares held before and after consolidation.
Last day for Company to register holding on a post-consolidation basis
3 June 2008

The Directors believe that the consolidation is fair and reasonable to the Company's shareholders as a whole, and that it will not prejudice the Company's ability to pay its creditors. The consolidation will have no tax implications for security holders whose securities have been consolidated.

The Board unanimously recommends that shareholders vote in favour of this resolution.

6.

Approve a Change in the type of Company from NL to Limited

Since the abolition of par values for shares there is no benefit to the Company in continuing as a no liability Company.

Furthermore, limited liability companies are better understood by the investment community, both within Australia and particularly overseas and are generally better understood by third parties dealing with the company.

Accordingly, the Directors believe that it is appropriate for the Company to convert from a no liability company to a limited liability company and unanimously recommend that Shareholders vote in favour of this resolution.

7. Adopt a New Constitution

In order for the Company to convert from a no liability company to a limited liability company it would be necessary for it to substantially amend its Constitution.

Rather than amending the Company's existing Constitution the Directors consider that it is appropriate to take this opportunity to adopt a new constitution which reflects current law and practice. A copy of the proposed new constitution may be viewed at the Company's website of www.arx.net.au and a copy will also be available for inspection at the meeting. A summary is attached to his Explanatory Statement as Attachment "A".
The Board unanimously recommends that Shareholders vote in favour of the Resolution.

8. Approve a Change of Name to Arc Exploration Limited

The Company is seeking to identify a farm-in partner to participate in the final phase of developing the Cibaliung Gold Project. It is contemplated that the farm-in partner will effect the major portion of the remaining development expenditure through to positive cashflow for which the farm-in partner will earn a direct equity interest in the Cibaliung Gold Project.

As a consequence the Board considers that the Company's future growth and development will revolve around its exploration in Indonesia - and in particular for high-grade low-sulphidation epithermal gold-silver structures along the highly prospective Sunda-Banda magmatic arc that extends through Java.

As it is proposed that the Company will to consolidate its share capital and change its corporate structure as described above (refer resolutions 5, 6 and 7) and will focus on exploration rather than development, the Board considers it appropriate to relaunch the Company with a more appropriate name that relates more to its future in exploration.

9.

Resolutions 9, 10 & 11 - Approve the Grant of Options to the Managing Director and Non-Executive Directors.

The issue of options to Mr John Carlile (Managing Director) and to Mr Bruce Watson, and Mr George Tahija (non-executive directors) is designed to align the interests of these parties with those of the Company and its shareholders and is intended to provide incentive for each of them to further enhance the growth and value of the Company.

The Directors consider that the terms of the Options would be reasonable in the circumstances if the Company were dealing with the Directors at arms length.

Corporate Governance

The options to be issued to the Managing Director are in addition to the remuneration package payable by the Company to him. The ASX Corporate Governance Council Corporate Governance Principles and Recommendations (Box 8.1) recognise that most executive remuneration packages will involve a balance between fixed and incentive pay. The options granted to the Managing Directors constitute equity-based remuneration. The Board believes that these options are an effective tool to provide incentive to the Managing Director and to also promote the interests of the Company and its shareholders.

The options to be issued to the non-executive directors are in addition to the Directors Fees payable by the Company to each of them. The Board acknowledges that the issue of options to non-executive directors is a departure from the ASX Corporate Governance Corporate Governance Principles and Recommendations (Box 8.2). Nevertheless, the Board considers the issue of the options to non-executive directors to be an effective means to compensate non-executive directors more adequately at no cash cost to the Company, allowing it to constrain the levels of fees otherwise payable to non-executive directors and to attract suitably skilled and qualified persons to become and remain members of the Board, particularly in view of the increased responsibilities that arise as the Company advances the Cibaliung Gold Project towards gold production.

Options on identical terms have also been offered to management, senior executives and officers of the Company to also align the interests of these parties with those of the Company and its shareholders and to provide incentive for each of them to further enhance the growth and value of the Company. Accordingly, the Board considers that the terms of the Options would be reasonable in the circumstances if the Company were dealing with each Director at arms length.

Terms and Conditions of the Options

  • Each option entitles the holder to subscribe for one ordinary share in the Company at a price of 1.0 cent being a 20% premium over the Volume Weighted Average Price of shares in the Company for the 10 days trading on the ASX prior to 13 March 2008 (being the date on which the details of the Options were determined).
  • The options will be issued for no consideration.
  • The options will have a grant date of 20 May 2008.
  • The options will have an expiry date of 12 March 2013.
  • The Company will not apply to the ASX for official quotation of the options but will apply for granting of official quotation of shares issued pursuant to exercise of the options.
  • Shares issued on the exercise of the options will rank equally with the then existing issued ordinary shares in the Company.
  • In the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return) of the issued capital of the Company, the options will be reorganised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain the same. In the event of the Company effecting a Rights Issue at a discount the exercise price of the options shall be adjusted in accordance with ASX Listing Rules.
  • Holders of options will not be entitled to participate in new issues of capital which may be offered to shareholders during the currency of the options without exercising their options.
  • If a takeover bid is made for the shares of the Company then, at any time during the Takeover Period, the option holder may exercise each option at the exercise price, despite the fact that either it is then outside an exercise period specified in the option or a performance hurdle specified in the option has not yet been satisfied. "The Takeover Period" is from the start of the offer period until one month after the end of the offer period.
  • If the Company elects to sell the underlying asset or a holding company relating to any of the projects referred to in the table of performance based triggers below, the option holder may exercise each option at the exercise price, despite the fact that either it is then outside an exercise or vesting period specified in the option. The period in which the options holder may exercise options is from the date that the agreement to sell is entered into until one month after the completion of the sale.
  • The options for the Managing Director shall not vest until 14 January 2009, being 12 months from the Commencement Date specified in the Managing Directors Employment Agreement. The options for the Managing Director shall not expire by reason of the Managing Director ceasing employment after the initial term of his Employment Agreement or by reason of the Managing Director ceasing to be a Director of the Company for any reason. In the event that the Managing Director's employment is terminated without cause by the Company prior to the expiry of the initial term of his Employment Agreement then the options shall vest in full upon termination. In the event that the Managing Director's employment is terminated with cause by the Company prior to the expiry of the initial term of his Employment Contract then a pro-rata proportion of the options shall vest for the period that the Managing Director was employed relative to the initial term.
  • 50% of the options for the Non-Executive Directors shall vest upon the Company achieving first gold pour from the Cibaliung Gold Project. The remaining 50% of options for Non-Executive Directors vest upon the Company achieving positive cash flow from the Cibaliung Gold Project. The options for the Non-Executive Directors shall expire by reason of them resigning as a Director of the Company. However, if following a change in control of the Company, or of the Cibaliung Gold Project (whereby a person (and its associates) acquires in excess of 30% of the Shares in the Company or of the Cibaliung Gold Project) the Options shall vest.
Directors Interests and Recommendations

Each of the Directors named in resolutions 9-11 has an interest in the outcome of the resolution in which they are named by reason of the benefit that they will receive if each relevant resolution is passed, and therefore declines to make a recommendation to shareholders in relation to that resolution.

Your Directors (other than John Carlile) recommend that members vote in favour of Resolution 9. Your Directors (other than Mr Watson) recommend that members vote in favour of Resolution 10. Your Directors (other than Mr Tahija) recommend that members vote in favour of Resolution 11.

Other Information that is reasonably required by the shareholders to make a decision and that is known to the Company or any of its Directors

If all of the Options to be issued under Resolutions 9-11 are exercised and no further shares are issued by the Company in the meantime, the total number of ordinary fully paid shares issued would increase by 64,000,000 to 7,552,086,564 (post Rights Issue and the newly issued shares would comprise 0.85% of the issued shares at that time and thus diluting the shareholding of existing shareholders by approximately 0.85% on an undiluted basis.

The following table sets out the current entitlement (both directly and indirectly) of the Directors to ordinary fully paid shares in the Company and their entitlement if they exercised all of the Options referred to in Resolutions 9-11, and no other shares are issued by the Company. The final column shows the % interest of Directors assuming that all of the listed ARXO options (with an exercise price of 1.5 cents) have also been exercised.

Director
No. of Shares
(current)
No. of Shares
(post resolutions
and post exercise)

% of
Issued Capital

(post resolutions
and post exercise)

% of
Issued Capital

(post resolutions
and post exercise)

+
Post exercise of all
listed ARXO Options

John Carlile
46,454,333
78,454,333
1.04%
0.99%
Bruce Watson
18,000,000
34,000,000
0.45%
0.43%
George Tahija
529,873,783
545,873,783
7.23%
6.87%

In addition, the following table sets out the current entitlement (both direct and indirect) of the Directors to existing options (both listed and unlisted) over fully paid shares in the Company.

Director
No. of Options
(current)
John Carlile
3,675,531
Bruce Watson
2,900,015
George Tahija
16,233,765

Details of other remuneration received by the Directors during the financial year ended 31 December 2007 and disclosed in the 2007 Annual Report are as follows:

2007

Name
Directors Fees
$
Superannuation

$
Options
(d)
$
Total

$
Bruce Watson (a)
45,000
4,050
7,310
56,360
John Carlile (b)
30,000
-
-
30,000
George Tahija (c)
-
-
-
-

(a) Consulting fees of $370,800 were paid or payable to Cubic Corporate Advisory Pty Limited, of which Mr Watson is Managing Director.
(b) Consulting fees of $24,163 were paid or payable to Mr Carlile.
(c) Mr Tahija has waived his entitlement to directors' fees, and no amounts were paid to Mr Tahija for the provision of his services during the year.
(d) The fair value of options at issue date was determined by the Directors having regard to an independent valuation completed by WHK Corporate Advisory Limited in accordance with AASB2 "". Share-based Payment

The lowest and highest price of shares in the Company in the past 12 months on the ASX was 0.7 cents on 2, 3 and 7 April 2008 and 2.1 cents on the 18 day of April 2007 respectively.

The closing price of shares in the Company on 15 April 2008, the last trading day before the Notice of Annual General Meeting and Explanatory Statement were finalised was 0.7 cents.

It is a requirement of ASIC that a dollar value be placed on the Options to be issued in these circumstances. The Binomial option price calculation method has been used to value the Options. In determining the value of the Options, the following inputs have been assumed:


Managing Director
Non-Executive
Consideration for grant
Nil
Nil
Vesting
14 January 2009
Tranche 1: - 50% upon gold production
Tranche 2: - 50% upon +ve cash flow
exercise price
$0.01
$0.01
grant date
20 May 2008
20 May 2008
expiry date
12 March 2013
12 March 2013
share price at grant date
$0.007
$0.007
expected price volatility of the company's shares
96.1%
96.1%
expected dividend yield
0.00%
0.00%
risk-free interest rate
6.8%
6.8%
probability rate
NA
Tranche 1: 50%
Tranche 2: 25%

Based on the above, the value of the Options to be issued are as follows:

Managing Director's Options: $0.004921
Non-Executive Director's Options:

Tranche 1 - $0.002461; and
Tranche 2 - $0.001230

Accordingly the total balance sheet impact attributable to the granting of these options is $216,524 over the 5 year term of the options.

From an economic and commercial point of view the Board considers that the potential cost and detriment to the Company resulting from the granting of these Options is nominal given that the Options are out of the money at the date of the issue and only vest upon the passage of time or the achievement of significant milestones in the Company's ongoing development. Furthermore, the Board considers it important to adequately compensate Executive Directors and non-executive directors in order to attract and retain such people with appropriate qualifications and skills to be able to contribute to the success of the Company.

In determining the number and terms of the options to be issued to each Director, consideration was given to the relevant experience and role of each Director, each Director's overall remuneration terms, the current market price of shares in the Company and the terms of the recent option packages granted to directors of other companies within the sector in which the Company operates.

ASX Listing Rules

ASX Listing Rule 10.11 provides that a company must not issue equity securities to a related party of the company, such as a director, without the company obtaining the approval by ordinary resolution of its shareholders. The Company is seeking approval of shareholders under ASX Listing Rule 10.11 to allow the Company to issue these options (up to a maximum of 64,000,000 options in aggregate) to Mr John Carlile, Mr Bruce Watson, Mr George Tahija. If shareholders approve the issue of options under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

The Options will be issued for no cost and no funds will be raised from the issue of the options unless and until they are exercised. The amount of funds raised from the exercise of all of the options the subject of Resolutions 9 - 11 will amount to a total of approximately $640,000. If such options are exercised these funds will form part of the working capital of the Company.

No other shares or options have been issued to directors of the Company pursuant to any share or option incentive scheme in the past 12 months.

Subject to the approval of resolutions 9 - 11 the issue of a maximum of sixty four million (64,000,000) options, as referred to in these resolutions, will be issued to the Directors (effective as at the date of this meeting) as soon as practicable after the date of the meeting and in any event within one month.


ATTACHMENT A

SUMMARY OF PROPOSED NEW CONSTITUTION

The material provisions of Austindo Resources Corporation NL's ("ARX's") proposed Constitution are summarised below. As it is a summary, it is not exhaustive and should be qualified by the full terms of the Constitution, which is available for inspection on the Company's website (www.arx.net.au) and will be available for inspection at the meeting.

Shares of ARX

The Constitution provides that the Board may issue shares or share options. Any share may be issued with any preferred, deferred or other special right or restriction, whether in relation to dividend, voting, return of capital, or otherwise, as the Board decides.

The rights attaching to the Shares are:

  • set out in the Constitution; and
  • in certain circumstances, regulated by the Corporations Act, the Listing Rules, the ASTC Settlement Rules and the general law.
Voting rights

Subject to the Constitution and any rights or restrictions attaching to any share class, at any general meeting, each Shareholder in person, by proxy, by attorney or by representative, is entitled to one vote on a show of hands, and one vote for each Share held by the Shareholder on a poll.

General meeting and notices

The Board shall call and arrange to hold a general meeting on request in writing received by ARX from Shareholders with at least 5% of the votes that may be cast at the meeting or at least 100 Shareholders who are entitled to vote at the meeting. In the event that the Board fails to call the meeting, Shareholders with more than 50% of the votes of all the Shareholders requesting the meeting, may call the meeting.

The quorum for any general meeting is two Shareholders (including proxies). If there is no quorum present within twenty minutes after the specified time for the meeting, then:
  • if the meeting was convened by a Shareholder under the Corporations Act, the meeting is dissolved; and
  • in any other case, the meeting is adjourned to the next week at the same time and place, or to such other day, time and place as decided by the Board.
Each Shareholder, Director, legal representative and auditor are entitled to receive notice of and attend, and subject to the law and the Listing Rules, vote at general meetings of ARX.

Dividends

Subject to the Corporations Act and any special rights or restrictions attaching to any Shares, the Board may at any time determine a dividend from the profits of ARX on any share. ARX is not liable to pay any interest in relation to any dividend. Subject to the issue provisions of that share, dividends must be paid proportionately on and in compliance with the share payment amount of that share.

Dividend reinvestment

ARX may create any plan under which any Shareholder may elect that dividends on any shares held by that Shareholder shall be paid by the issue of shares.

Variation of class rights

Subject to the Corporations Act and the issue provisions of shares of that share class, the rights attaching to any share class may be varied or cancelled with the written consent of 75% of shareholders of that share class, or by a special resolution passed at a separate general meeting of the shareholders of that share class.

The creation or issue of new shares ranking equally with a class of shares already on issue with preferred or other special rights does not vary or cancel any class rights. But the issue of any shares or conversion of existing shares, to shares ranking in priority to existing preference shares will vary or cancel rights attaching to that existing preference share class.

Transfer of shares

Shareholders may transfer any shares by a written document in any form permitted by law decided by the Board, or any method of transferring shares recognised and permitted under the Corporations Act. All transfers must comply with Constitution, the Listing Rules, the ASTC Settlement Rules and the Corporations Act.

The Board may refuse to register any transfer of any shares, where voluntary or by operation of law, including circumstances where the transfer is not in registrable form, or the refusal is permitted by the Corporations Act.

Winding up

In the event of liquidation, the surplus assets of ARX, after the repayment of all paid-up capital, may be distributed among shareholders in proportion to the shares held by them.

Shareholding statements

ARX will issue share certificates to any Shareholder upon request and without payment by that Shareholder, in compliance with the Corporations Act, except where the paperless shares provision applies.

Directors - appointment and removal

The minimum number of Directors is three and the maximum is eight, with at least two Directors who ordinarily reside in Australia. Shareholders may appoint or remove the number of Directors at any time by resolution passed in general meeting.

Alternatively, Directors may also appoint a Director to fill a casual vacancy or as an additional Director. These Directors cease to be a Director at the end of the next annual meeting but may be eligible for election.

Directors - voting

There must be two Directors entitled to vote present at any meeting of Directors, or as otherwise decided by the Directors. Issues arising at a meeting of Directors will be decided by majority vote. The chairman of the meeting has a casting vote in the case of an equality of votes, in addition to the deliberative vote of the chair.

Directors - remuneration

The Directors are entitled to receive remuneration for their services, as decided by ARX in general meeting, not exceeding in aggregate any maximum amount approved by ARX in general meeting.

The Constitution provides for ARX to pay any travelling or other costs properly incurred by the Director in attending meetings and carrying out the business of ARX. Special or additional remuneration may also be paid to any Director who performs extra service, travels or resides overseas for the benefit of ARX.

Indemnities

ARX indemnifies any present or previous Director or secretary against any liability (including legal costs) resulting from any action by that officer acting in that capacity. ARX is not liable to indemnify any officer for action performed without good faith or with actual notice that the action was wrongful, or for any liability indemnified under any insurance agreement.





01 April

RIGHTS ISSUE

Notice given under Paragraph 2(f) Section 708AA of the Corporations Act 2001("Act").

Austindo Resources Corporation NL ("Austindo") is conducting a rights issue as defined in Section 9A of the Act of ordinary shares in the capital of Austindo without disclosure to investors under Part 6D.2 of the Act on the following terms and conditions:

  • Type of offer - renounceable.
  • Entitlements - issue of shares to Eligible Shareholders as at the Record Date.
  • Offer Price - 0.7 cents per shares.
  • Offer Ratio - 1 new share for every 3 shares held on the Record Date.
  • Shortfall - Eligible Shareholders may apply for new shares out of any Shortfall.
Austindo states that, as at the date of this Notice, it has complied with:

(i) the provisions of Chapter 2M of the Act as they apply to the Austindo; and
(ii) Section 674 of the Act.

There is no information that is excluded information as at the date of this Notice.

The issue of Ordinary Shares pursuant to the rights issue may have an effect on control of the Company as the Offer is partially underwritten by Australia and New Zealand Banking Group Limited ("ANZ"). ANZ currently holds 25.05% of the issued capital of the Company and if no eligible shareholder subscribes for shares under the rights issue with the result that ANZ is required to take up its underwriting commitment in full, ANZ would hold 39.60% of the issued capital of the Company.


For further information please contact:

Andrew J. Cooke
Company Secretary

Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au


27 March

APPENDIX 3B - NEW ISSUE ANNOUNCEMENT

PDF File (96K)


14 March

RIGHTS ISSUE

Notice given under Paragraph 2(f) Section 708AA of the Corporations Act 2001("Act").

Austindo Resources Corporation NL ("Austindo") will conduct a rights issue as defined in Section 9A of the Act of ordinary shares in the capital of Austindo without disclosure to investors under Part 6D.2 of the Act on the following terms and conditions:

  • Type of offer - renounceable.
  • Entitlements - issue of shares to Eligible Shareholders as at the Record Date.
  • Offer Price - 0.7 cents per shares.
  • Offer Ratio - 1 new share for every 3 shares held on the Record Date.
  • Shortfall - Eligible Shareholders may apply for new shares out of any Shortfall.
Austindo states that, as at the date of this Notice, it has complied with:

(i) the provisions of Chapter 2M of the Act as they apply to the Austindo; and
(ii) Section 674 of the Act.

Austindo advises as follows:

(a) Austindo proposes seeking shareholder approval at its next Annual General Meeting to convert from an NL company to a company limited by shares and to adopt a new Constitution. Furthermore, Austindo will seek shareholder approval to a consolidation of its share capital on the basis of 50:1.

(b) Austindo has previously stated that its target date for the first gold pour at the Cibaliung Project was during the June 2008 quarter. However, following consultation with technical advisers engaged on the project, it now seems likely that the first gold pour will be postponed until during the September 2008 quarter to ensure that construction, refurbishment and commissioning of the gold processing plant is completed and that sufficient ore has been stockpiled prior to the commencement of production through the plant. .

There is no information that is excluded information as at the date of this Notice.

The issue of Ordinary Shares pursuant to the rights issue may have an effect on control of the Company as the Offer is partially underwritten by Australia and New Zealand Banking Group Limited ("ANZ"). ANZ currently holds 25.05% of the issued capital of the Company and if no eligible shareholder subscribes for shares under the rights issue with the result that ANZ is required to take up its underwriting commitment in full, ANZ would hold 39.60% of the issued capital of the Company.

For further information please contact:

Andrew J. Cooke
Company Secretary

Tel: + 61 2 9419 8044
Email: andrewcooke@arx.net.au


14 March

AUSTINDO RESOURCES CORPORATION NL

ACN 002 678 640



Rights Issue
Offer Document


For

A renounceable pro rata offer of New Shares at an issue price of 0.7 cents each on the basis of 1 New Share for every 3 Shares held on the Record Date to raise up to the sum of $13,104,062, underwritten to the extent of $10,908,695.

This document is not a prospectus.

It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.


This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on 2 April 2008
and
closes at 5.00pm Sydney time on 16 April 2008

Valid acceptances must be received before that time.


Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement



This Rights Issue is partly underwritten by
Australia and New Zealand Banking Group Limited



Important Information

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility
Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's entitlement to participate in the Offer.

Overseas shareholders
No action has been taken to permit the offer of New Shares under this Offer Document in any jurisdiction other than Australia, New Zealand, Indonesia and Singapore. The distribution of this Offer Document in jurisdictions outside Australia, New Zealand, Indonesia and Singapore may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

This Offer Document does not constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Offer Document.

This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be circulated or distributed, nor may Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an existing holder of Shares pursuant to Section 273(1)(cd) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") or (ii) otherwise pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the SFA.

Privacy
The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

This document is not a prospectus and does not contain all of the information that an investor would find in a prospectus or which may be required to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this Offer Document.


This Offer Document is dated 14 March 2008.

SECTION
1. DETAILS OF THE OFFER

1.1 The Offer

The Company is making a renounceable pro rata offer of New Shares at an issue price of 0.7 cents each on the basis of 1 New Share for every 3 Shares held on the Record Date ("the Offer").

As at the Record Date, the Company had on issue 5,616,026,385 Shares. A maximum number of 1,872,008,795 New Shares will be issued under the Offer.

Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.

The Offer is renounceable. This provides Eligible Shareholders who do not wish to subscribe for some or all of their Rights an opportunity to sell their Rights. Shareholders who do not exercise their Rights will be diluted with respect to their interest in the Company.

In addition to applying for their Rights, Eligible Shareholders may apply for further New Shares out of any Shortfall.

The Company will raise gross proceeds of up to $13.1m through the Offer, before deducting estimated expenses of approximately $600,000.

The Company's corporate objectives are as follows:
  1. advance the Cibaliung Project, including the development of the decline, construction of the tailings dam, completion of the gold processing plant and associated infrastructure at Cibaliung;
  2. purchase equipment necessary for the Cibaliung Project to be advanced;
  3. conduct exploration, particularly at Cibaliung, in order to potentially discover and then prove up further gold reserves;
  4. maintain adequate corporate and working capital;
  5. identify a farm-in partner to effect the major portion of the remaining development expenditure through to positive cashflow for which the farm-in partner will earn a direct equity interest in the Cibaliung Project; and
  6. increase exploration activity on existing prospects and seek to acquire new exploration prospects throughout Indonesia

The purpose of the Offer is to enable the Company to further pursue these objectives while it seeks to formalise a farm-in arrangement in respect of the Cibaliung Project. The proceeds of this Offer will be applied principally to the ongoing development and construction of the Cibaliung Project. It is anticipated that the funding necessary to complete the development of the Cibaliung Project will be sourced by a farm-in arrangement.

If the Company is not successful in negotiating a suitable farm-in arrangement then the Company will require further funding to complete the Cibaliung Project through to positive cash flow, to fund exploration at each of its projects and to ensure that it has adequate working capital.

1.2 Underwriting

The Offer is partially underwritten by ANZ pursuant to the Underwriting Agreement. Subject to the terms of the Underwriting Agreement, ANZ has agreed with the Company to subscribe for up to $10,908,695 of the New Shares not allocated to Eligible Shareholders and pursuant to the Shortfall Facility described in paragraph 1.5.
The Underwriting Agreement is summarised in Section 1.12 of this Offer Document.

As at the date of this Offer Document, ANZ holds 25.05% of the issued capital of the Company. If no Eligible Shareholder subscribes for New Shares under the Offer and ANZ is required to take up its underwriting commitment in full, ANZ would hold 39.60% of the issued capital of the Company.

ANZ has stated that, notwithstanding that it's percentage interest in the Company may increase as a result of its underwriting commitment, it has no intention to change the Company's business in any way or seek any changes in relation to the future employment of current employees of the Company or to request the appointment of directors to the Board of the Company. ANZ makes no statement or representation in relation to the Company, or ANZ's intentions in respect of the Company, except as set out in this paragraph. ANZ's intentions may change if it becomes aware of information that is not currently available to it.

1.3 Timetable
Offer Document lodged with ASX
14 March 2008
Existing Shares are quoted on an "Ex" basis and Rights Trading commences on ASX
19 March 2008
Record Date (date for determining entitlements of Eligible Shareholders to participate in the Offer)
27 March 2008
Offer Document Despatched to Eligible Shareholders (expected date of despatch of Offer Document and Entitlement and Acceptance Forms)
2 April 2008
Opening Date
2 April 2008
Rights Trading on ASX ends
9 April 2008
Closing Date*
16 April 2008
Allotment date **
21 April 2008
Company to notify ASX of undersubscriptions (if any) **
21 April 2008
Trading commences for New Shares on ASX
22 April 2008
Despatch holding statements **
24 April 2008
* Subject to the Listing Rules and ANZ's consent, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.
** These dates are indicative only.

1.4 Entitlements and acceptance

The entitlement of Eligible Shareholders to participate in the Offer was determined on the Record Date. Your entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

1.5 Ability for Shareholders to Participate in any Shortfall

Eligible Shareholders in addition to applying for their Rights may, by completing the relevant box in the Entitlement and Acceptance Form and including the appropriate Application Monies, apply for such further number of New Shares out of any Shortfall which the Eligible Shareholder may specify in the Entitlement and Acceptance Form.

In the event that there is no Shortfall, the Application Monies relating to the Shortfall will be returned to the Eligible Shareholder as soon as practicable following the Closing Date without interest.

In the event that applications from Eligible Shareholders to participate in the Shortfall exceeds the Shortfall, those applications will be scaled back pro rata in proportion to each applicant's shareholding as at the date of such scaling back, including New Shares allotted or to be allotted, and such number of New Shares produced from such scaling back will be issued to each such Eligible Shareholder.

In the event of a scaling back of applications to participate in the Shortfall as described in the preceding paragraph, Application Monies relating to Shares applied for but not issued will be returned to Shareholders as soon as practicable following the Closing Date without interest.

1.6 Opening and Closing Dates

The Offer opens on the Opening Date, namely 2 April 2008. The Company will accept Entitlement and Acceptance Forms until 5.00pm Sydney time on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

1.7 Issue and despatch

The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the timetable set out in Section 1.3.

It is the responsibility of Applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

1.8 ASX listing

Application will be made to the ASX for the official quotation of the New Shares. If the ASX does not grant quotation to the New Shares, the Company will repay, as soon as practicable, without interest, all application monies received pursuant to the Offer.

1.9 Overseas Shareholders

This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The Company is of the view that it is unreasonable to extend the Rights Issue to Ineligible Shareholders, having regard to:

  • the small number of Ineligible Shareholders;
  • the number and value of the New Shares which would be offered to Ineligible Shareholders; and
  • the cost of complying with the legal requirements and requirements of the regulatory authorities, in the respective overseas jurisdictions.
Accordingly, the Rights Issue is not being extended to any Shareholder whose registered address is outside Australia, New Zealand, Indonesia or Singapore. The Company reserves the right to treat as invalid any Entitlement and Acceptance Form that appears to have been submitted by an Ineligible Shareholder.

In particular, this Prospectus does not constitute an offer for sale of the New Shares or any Right to a security into the United States or to U.S. persons. The New Shares and Rights have not been, and will not be, registered under the U.S. Securities Act and must not be offered or sold within the United States or to U.S. persons unless they are registered under the U.S. Securities Act or an exemption from the registration required of the U.S. Securities Act is available.

Eligible Shareholders holding Shares on behalf of persons who are resident outside Australia, New Zealand, Indonesia and Singapore are responsible for ensuring that taking up any Rights under the Rights Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will constitute a representation that there has been no breach of such regulations. Shareholders who are nominees are therefore advised to seek independent advice as how they should proceed. Where the Offer has been dispatched to a Shareholder domiciled outside Australia, New Zealand, Indonesia or Singapore and where the country's securities code or legislation prohibits or restricts in any way the making of the offers contemplated by this Prospectus, the Prospectus is provided for information purposes only.

The Company has appointed Austock Securities Limited, which has been approved by ASIC as nominee for the Ineligible Shareholders to arrange for the sale of the Rights which would have been offered to them. The Company will transfer the Rights of the Ineligible Shareholders to the Nominee who will account to the Ineligible Shareholders for the net proceeds of the sale of the Rights (if any). The nominee will have the absolute and sole discretion to determine the timing and the price at which Rights may be sold and the manner of any such sale. Neither the Company nor the nominee will be subject to any liability for failure to sell the Rights or to sell them at a particular price. If in the reasonable opinion of the nominee, there is no viable market for the Rights or a surplus over the expenses of sale cannot be obtained for the Rights that would have been offered to the Ineligible Shareholders, then the Rights will be allowed to lapse and they will form part of the Shortfall.

1.10 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

1.11 Risk factors

Austindo is subject to a number of risks and other factors that may impact both on its future performance and the market price at which its Shares trade. Broadly, these risks can be classified as risks general to investing in the stock market and risks specific to an investment in Austindo.
 
The New Shares issued under this Offer do not carry any guarantee of profitability, dividends or the price at which they trade on ASX.  The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors of which investors need to be aware.  However, before taking up any Rights or investing in Austindo, the Directors strongly recommend investors examine the contents of this Offer Document in its entirety and information about the Company and the Cibaliung Project and consult their professional advisers before deciding whether to subscribe for New Shares pursuant to this Offer.
 
General
 
As with all stock market investments, there are risks associated with an investment in Austindo.  Share prices may rise or fall and the price of Shares might trade below or above the issue price for the New Shares under this Prospectus.
 
General factors that may affect the market price of Austindo Shares include:
  • economic conditions in both Australia and internationally;
  • investor sentiment and local and international share market conditions;
  • changes in interest rates and the rate of inflation;
  • changes to government regulation, policy or legislation;
  • changes in exchange rates; and
  • the nature of competition in the industry in which Austindo operates.   
 
Specific risks relating to Austindo

(a) Cibaliung Project
The Cibaliung Project in broad terms consists of the development of an underground gold mine near Cibaliung in Banten Province in West Java, Indonesia and associated works such as a gold processing plant and tailings dam. Underground gold mining contains numerous risks many of which are uncertain including adverse geology and ground conditions. Specific risks include but are not limited to:
  • Delays in the development of the project and costs increases that may be associated with such delays;
  • Slower than anticipated advance rate or major disruption in construction of the decline;
  • Delays in processing plant construction and commissioning;
  • Delays in extracting ore from underground development and establishing ore stockpiles;
  • Potential delay or damage due to earthquake or other natural disasters;
  • Difficulties in obtaining suitable equipment and skilled and unskilled labour for ongoing development;
  • Cost increases and overruns associated with the development of the project;
  • Failure to identify a farm-in participant on suitable terms or inability to the raise sufficient funds to complete the project development.

(b) Price Fluctuations
Gold prices have a substantial impact on the exploration for development and operation of, gold mining projects and consequently on the value of the Company's Shares. 

(c) Currency Fluctuations
The future value of the Company's Shares and options may fluctuate in accordance with movements in foreign currency exchange rates.

(d) Taxation
The Company's profitability may be affected by changes in Indonesian and Australian government taxation laws and policies and in the operation of international tax treaties between the two countries and by changes in the taxes and royalties payable in respect of the Cibaliung Project and the Company's operations in Indonesia. 

(e) Speculative Nature of Exploration and Mining

Exploration for and mining of minerals is highly speculative and that no assurance can be made that production will be obtained from the areas in which the Company has or may acquire an interest, or that production and marketing of any materials discovered by the Company will prove to be economic.

(f) Environmental Risks
Environmental risks are inherent in mining operations.  The Company adopts practices which it believes are appropriate to minimise the potential of causing environmental damage in all its operations, but no assurance can be made that the Company will not be affected by environmental claims or issues in the future.

(g) (g) Development Risk / Profitability
The Company's commercial viability will be dependent upon the successful development and operation of the Cibaliung Project together with any other activity that the Company may undertake.  No assurances can be given that the Company will be able to initiate or sustain successful mining operations or that operations will achieve commercial viability.  Equally, no representation as to future profitability or dividends can be given.

(h) Production and Cost Estimates
By their very nature, production and cost estimates and assumptions are inherently subject to significant uncertainties.  Actual results may materially differ from the Company's estimates and assumptions and may materially and adversely affect the Company's commercial viability and future results.

(i) Documentation Risk
Due to the nature of Indonesian law, the Company's rights in relation to the Cibaliung Project are contractual in nature rather than rooted in the exploration title itself.  If the Company's contractual rights were unenforceable in whole or in part, then the Company would be adversely affected to the extent of any such unenforceability.

(j) Government and Regulatory Approvals

There can be no assurance that all of the relevant approvals and permits necessary to conduct mining operations will be granted by the relevant government and regulatory authorities or that they will remain in good standing where already granted.

(k) Ore Reserves and Inferred Mineral Resources Estimates
Any Ore Reserve and Mineral Resource estimates are expressions of judgment based on knowledge, experience and industry practice, and may require revision on actual production experience.  The Mineral Resource and numerical estimates previously disclosed to the market are necessarily imprecise and depend to some extent on statistical inferences, which may prove unreliable. 

(l) Other Risk Factors
Other risk factors include those normally found in conducting business including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Company.  The Company operates in an equatorial region and accordingly its projects can be affected by high rainfall and unusual climatic conditions, which can delay Company operations.

(m) Country risk
Indonesia continues to experience economic, social and political volatility.  As a result, the Company's operations may be impacted by currency fluctuations, political reforms, changes in government policies and procedures, civil unrest, social and religious conflict and deteriorating economic conditions. 

(n) Exploration Title Risk
The Kuasa Pertambangan ("KP") or exploration title the subject of the Cibaliung Project is held by P.T. Aneka Tambang (Persero) Tbk ("AnTam"). AnTam is eligible to hold KPs for projects in Java and holds the title to the Cibaliung Project for the exclusive benefit of and on behalf of the joint venture parties. Accordingly the Company's participation in the Cibaliung Project is a contractual one and the Company does not have a direct interest in the Cibaliung Project KP. It is likely that the regulatory regime governing mining and other resource-based industries will continue to change. 

(o) Papua Joint Venture

A term of the Joint Venture Agreement between the Company and Anglo American requires PT Austindo Nusantara Jaya to maintain an ongoing interest in the Company of at least 20%.  PT Austindo Nusantara Jaya's interest has fallen below 20% and accordingly the Company is seeking to renegotiate with a view to continuing the Joint Venture.

(p) Stockmarket Risks
The market price of hares in the Company may be significantly adversely affected by a variety of factors including (but not limited to) perceptions of, or variations in, general market conditions, operating performance, commodity prices, project and country risk, Board and management strength and expertise and a broad range of other factors which may or may not relate to the operations of the Company.
 
The above list of risk factors ought not be taken as exhaustive of the risks faced by the Company or its Shareholders.  The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of its Shares.
 
Before any decision is made to subscribe for New Shares in the Company, the above matters, and all other matters described in this document must be carefully considered. The New Shares to be allotted pursuant to this Prospectus should be regarded as speculative in nature and carry no guarantee with respect to the payment of dividends, return of capital or their market value.
 
Investment in the Company is regarded as speculative and neither the Company nor any of its Directors guarantees that any specific objective of the Company will be achieved or that any particular performance of the Company or its Shares, including the New Shares offered by this Offer Document, will be achieved.

1.12

Underwriting Agreement

The Company and the Underwriter entered into an Underwriting Agreement on 13 March 2008 under which the Underwriter agreed to underwrite the Offer to the extent of $10,908,695 less the amount subscribed by ANZ with respect to its Rights (if any) and after Eligible Shareholders have participated in the Shortfall Facility described in paragraph 1.5.

ANZ will be paid an underwriting commission of 5% of the amount underwritten.

ANZ may terminate its underwriting liability in certain circumstances including but not limited to the following:-

  • if there is a change in law which does or is likely to prohibit, restrict or regulate the issue or materially reduces the level or likely level of applications;
  • if the Company breaches a material contract or defaults under the terms of the Underwriting Agreement or the Project Facility Agreement between the Company and ANZ or the Company disposes of or agrees to dispose of a substantial part of its assets or property or ceases or threatens to cease to carry on business;
  • if there is an outbreak of hostilities involving Australia or any other significant countries including the United Kingdom, the United States of America or Indonesia;
  • if any materially adverse change occurs with respect to the Company or a related body corporate or any other event occurs which has or is likely to have a material adverse effect on the Offer;
  • certain other events occur which are within the control of the Company such as breach by the Company of its constitution or a statute or an alteration to its capital structure or constitution.


SECTION
2. ACTION REQUIRED BY SHAREHOLDERS

2.1 If you wish to take up your Rights

(a) Taking up your rights in full or in part

If you are an Eligible Shareholder and you wish to take up all or part of your Rights, you must accept the offer by completing the personalised Entitlement and Acceptance Form mailed to you with this Offer Document. This form will detail your entitlement to New Shares under the Offer. You should complete the form in accordance with the instructions set out on the reverse side of the form.

(b) Participating in any Shortfall

If you are an Eligible Shareholder and you wish to take up all of your Rights and participate in any Shortfall you must accept the Offer by completing the personalised Entitlement and Acceptance Form mailed to you with this Offer Document and specify the number of Shares that you wish to apply for out of any Shortfall.

The completed Entitlement and Acceptance Form must be accompanied by a cheque or bank draft for the appropriate Application Monies calculated at 0.7 cents in aggregate for each New Share. Please ensure that the completed Entitlement and Acceptance Form, together with your cheque received by the Share Registry:

Computershare Investor Services Pty Limited
GPO Box 1903
ADELAIDE SA 5001

OR to pay by BPay. Follow the instructions on the Entitlement and Acceptance form.

by not later than 5.00pm Sydney time on 16 April 2008 or such later date as the Directors advise. Completed Entitlement and Acceptance Forms and Application Monies will not be accepted at Austindo's registered office. Cheques should be made payable to "Austindo Resources Corporation N.L. - Share Account" and crossed "Not Negotiable".

2.2 If you wish to sell your Rights in full on ASX
If you wish to sell all of your Rights on ASX, complete the section headed "Instructions to your Stockbroker" on the back of the accompanying Entitlement and Acceptance Form and lodge the Entitlement and Acceptance Form with your stockbroker as soon as possible.

You can sell your Rights on ASX from 19 March 2008. All sales on ASX must be effected by the close of trading on 9 April 2008, when Rights trading ends on ASX.

Austindo does not accept any responsibility for any failure by your stockbroker to carry out your instructions.

2.3 If you wish to sell part of your Rights on ASX and take up the balance
If you wish to sell part of your Rights on ASX and take up the balance, complete the section headed "Instructions to your stockbroker" on the back of the accompanying Entitlement and Acceptance Form and lodge the Entitlement and Acceptance Form, together with your cheque or bank draft for the Application Monies for the New Shares for which you wish to subscribe, with your stockbroker as soon as possible.

You can sell your Rights on ASX from 19 March 2008. Any sale of part of your Rights on ASX must be effected by the close of trading on 9 April 2008, when Rights trading ends on ASX.

To take up the remaining part of your Rights, your stockbroker will need to ensure that the completed Entitlement and Acceptance Form reaches the Share Registry:

Computershare Investor Services Pty Limited
GPO Box 1903
ADELAIDE SA 5001

by not later than 5.00pm on 16 April 2008 or such later date as the Directors advise. Completed Entitlement and Acceptance Forms and Application Monies will not be accepted at Austindo's registered office. Cheques should be made payable to "Austindo Resources Corporation N.L. - Share Account" and crossed "Not Negotiable".

Austindo does not accept any responsibility for any failure by your stockbroker to carry out your instructions.

2.4 If you wish to transfer all or part of your Rights to another person other than on ASX
Eligible Shareholders may elect to transfer all or part of their Rights to another person other than on ASX, provided that the purchaser is not resident in the United States.

If you hold Shares on the issuer-sponsored register or certificated sub-register and you wish to transfer all or part of your Rights to another person other than on ASX, forward a completed renunciation form (which can be obtained through the Share Registry) signed by you (as the seller) and the buyer, together with your Entitlement and Acceptance Form completed by the buyer and the buyer's cheque bank draft for the appropriate Application Monies to reach the Share Registry:

Computershare Investor Services Pty Limited
GPO Box 1903
ADELAIDE SA 5001

by not later than 5.00pm Sydney time on 16 April 2008 or such later date as the Directors advise. Completed Entitlement and Acceptance Forms and Application Monies will not be accepted at Austindo's registered office. Cheques should be made payable to "Austindo Resources Corporation N.L. - Share Account" and crossed "Not Negotiable".

If you are an Eligible Shareholder holding Shares on CHESS and you wish to transfer all or part of your Rights to another person other than on ASX, you should contact your sponsoring participant.

If the Share Registry receives both a completed renunciation form and a completed Entitlement and Acceptance Form in favour of the same Shareholder in respect of the same Rights, the renunciation will be given effect in priority to the acceptance.

2.5 If you do nothing
If you are an Eligible Shareholder and you do nothing by 5.00pm Sydney time on16 April 2008, being the Closing Date, your Rights will form part of the Shortfall which will be taken up by the Underwriter and to the extent of any Shortfall by Shareholders who elect to participate in the Shortfall and you will not receive any benefit.

However, you should consider selling (renouncing) your Rights or taking up your Rights, rather than doing nothing and allowing them to lapse.


SECTION
3. DEFINED TERMS
"ANZ" means Australia and New Zealand Banking Group Limited ACN 005 357 522;

"Applicant" refers to a person who submits an Entitlement and Acceptance Form;

"Application" refers to the submission of an Entitlement and Acceptance Form;

"Application Moneys" means the moneys received from persons applying for New Shares;

"ASX" means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited;

"Cibaliung Project" means the gold project located in the province of Banten in Java, Indonesia which is operated through a Joint Venture Company - PT Cibaliung Sumberdaya in which the Company is entitled to an 89.75% interest as at 31 December 2005 and PT Antam Tbk holds a 10.25% interest.

"Closing Date" means 5.00pm Sydney time 16 April 2008;

"Company" means Austindo Resources Corporation NL ACN 002 678 640;
"Directors" means the directors of the Company;

"Entitlement and Acceptance Form" means the Entitlement and Acceptance Form accompanying this Offer Document;

"Ineligible Shareholders" means Shareholders with registered addresses outside Australia, New Zealand, Indonesia and Singapore;

"Listing Rules" means the Listing Rules of the ASX;

"New Share" means a new Share proposed to be issued pursuant to this Offer;

"Offer" means the renounceable pro rata offer of New Shares at an issue price of 0.7 cents each on the basis of 1 New Share for every 3 Shares held on the Record Date pursuant to this Offer Document;

"Offer Document" means this Offer Document dated 14 March 2008;

"Opening Date" means 2 April 2008;

"Project Facility Agreement" means the agreement so entitled dated 1 December 2005 between ANZ, the Company and others, as amended by the Project Facility Agreement Amendment Agreement dated 3 April 2006 and by the Project Facility Amendment and Restatement Deed dated on or about 6 March 2008.

"Record Date" means 27 March 2008;

"Right" means the right of an Eligible Shareholder to subscribe for New Shares;

"Section" means a section of this Offer Document;

"Share" means an ordinary fully paid share in the capital of the Company;

"Shareholder" means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date;

"Shortfall" means those new Shares not applied for by Eligible Shareholders pursuant to their Rights or by persons to whom an Eligible Shareholder's Rights have in whole or in part been renounced and does not include Shares for which ANZ may become obliged to subscribe under the Underwriting Agreement.

"Shortfall Facility" means the right for Eligible Shareholders to apply for Shares out of any Shortfall, as described in section 1.5.

"Underwriting Agreement" means the Underwriting Agreement entered into between the Company and ANZ on 13 March 2008.

14 March

APPENDIX 3B - NEW ISSUE ANNOUNCEMENT

PDF File (100K)


07 March

APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - GEORGE S. TAHIJA

PDF File (16K)


07 March

APPENDIX 3Y - CHANGE OF DIRECTOR'S INTEREST NOTICE - JOHN C. CARLILE

PDF File (16K)


06 March

ARX DEBT TO EQUITY SWAP COMPLETED WITH ALLOTMENT OF
SHARES & OPTIONS TO DEBT PROVIDERS

Austindo Resources Corporation NL ("ARX" or the "Company") is pleased to confirm that the Debt to Equity Swap approved by shareholders at the General Meeting held on 31 January 2008 has now been completed with the allotment of shares and options to the Australia and New Zealand Banking Group Limited ("ANZ") and other debt providers.

The details of shares and options allotted are summarised as follows:


Number of
Shares Allotted
Number of
Options Allotted

ANZ
1,406,926,407
140,692,641
Other Debt and Convertible Note Holders
470,562,770
47,056,277
TOTAL ALLOTTED
1,877,489,177
187,748,918

As a result of the completion of the debt to equity swap process ANZ now holds 25.05% of the issued capital of the Company and has become the Company's largest shareholder. The Board welcomes the continued support of ANZ.

UPDATE ON DEVELOPMENT OF CIBALIUNG GOLD PROJECT

  • Work on site resumed late in the December 2007 quarter.
  • Total decline development to date has advanced to over 600 metres. Following significant overbreak on the main heading recent development has focussed on remedial work in the decline which has delayed access to the ore body and may delay first gold pour beyond the current target date of second quarter 2008. The Company is investigating the acquisition of an additional shotcrete machine to speed up underground development work.
  • The Redpath Group has mobilised to site and is assisting in the development of the decline and the Cikoneng ventilation shaft.
  • PT Petrosea has re-commenced construction of the gold processing plant. Cullen Mining Services Pty Ltd are engaged as Project Manager in respect of the construction and commissioning of the gold processing plant.
  • A revised Base Case Financial Model (BCFM) was completed in January 2008. The BCFM assumes that first gold pour will be achieved by the target date of second quarter 2008. Production is projected to ramp up to planned throughput of 240,000 tonnes per annum over a 16 month period from first gold pour and to achieve positive cash flow in the September quarter of 2009. Total Development (Capex and Opex) costs from commencement of construction in July 2005 through to positive cash flow are expected to amount to US$112.5 million. Total development expenditure (excluding project exploration and development prior to July 2005) to 29 February 2008 stands at approximately US$72.5 million. Further funding of US$40 million is required to achieve positive cashflow (including an additional provision for contingency but excluding planned exploration at Cibaliung).
PROPOSED RENOUNCEABLE RIGHTS ISSUE

The Board proposes to proceed with a 1 for 3 Renounceable Rights Issue to raise additional funds for the ongoing development of the Cibaliung Gold Project. It is proposed that the Rights Issue will be priced at 0.7 cents per share being a discount to current market. It is anticipated that, subject to documentation, the Rights Issue will be partly underwritten by ANZ in the amount of US$10 million. Further details of the proposed Rights Issue will be announced at the earliest opportunity.

PROPOSED FARM-OUT OF INTEREST IN CIBALIUNG GOLD PROJECT

The Company has engaged Gryphon Partners to assist it in identifying a farm-in partner to effect the major portion of the remaining development expenditure through to positive cashflow for which the farm-in partner will earn a direct equity interest in the Cibaliung project.

For further information please contact:

Leigh Curyer
Gryphon Partners

Tel: + 61 8 8418 8525
Email: rg@gryphonpartners.com.au

STATEMENT IN ACCORDANCE WITH SECTION 708A (5)(e)

In accordance with Section 708A (5)(e) of the Act, the Company gives notice that:

  • The Company has issued these shares without disclosure to the placees under Part 6D.2 of the Act;
  • As at the date of this notice, the Company has complied with:

    - the provisions of Chapter 2M of the Act as they apply to the Company;
    - Section 674 of the Act
  • As at the date of this notice there is no excluded information (as defined in Section 708A (7) of the Act) which is required to be disclosed by the Company.

For further information please contact:

Andrew J. Cooke
Company Secretary

Tel: + 61 2 9419 8044

Email: andrewcooke@arx.net.au


31 January

Outcome of General Meeting

31 January 2008

The Company's General Meeting of Shareholders was held in Melbourne today in accordance with the Notice of Meeting issued to all shareholders.

Resolution 1 to issue up to 1,600,000,000 ordinary shares and 160,000,000 options to ANZ was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 1,366,269,960 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 264,700 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 400,000 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 9,850,674 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.

Resolution 2 to issue up to 180,000,000 ordinary shares and 18,000,000 options to PT Austindo Nusantara Jaya was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 1,364,154,336 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 723,924 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 44,200 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 11,862,874 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.

Resolution 3 to issue up to 30,000,000 ordinary shares and 3,000,000 options to Mr. John Carlile was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 1,366,102,914 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 831,746 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 0 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 9,850,674 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.

Resolution 4 to issue up to 45,000,000 ordinary shares and 4,500,000 options to Auselect Limited was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 1,363,896,336 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 1,026,124 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 0 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 11,862,874 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.

Resolution 5 to issue up to 45,000,000 ordinary shares and 4,500,000 options to Mr. Hermani Soeprapto was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 1,365,741,536 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 1,193,124 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 0 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 9,850,674 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.

Resolution 6 to issue up to 112,500,000 ordinary shares and 11,250,000 options to Macquarie Bank Limited was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 1,363,897,436 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 625,024 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 400,000 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 11,862,874 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.

Resolution 7 to issue up to 87,500,000 ordinary shares and 8,750,000 options to HSBC Custody Nominees (Australia) Limited was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 1,365,867,636 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 667.024 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 400,000 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 9,850,674 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.

Resolution 8 to issue up to 224,300,000 ordinary shares and 22,430,000 options for the purpose of Listing Rule 7.4 was passed by a show of hands.

Proxy details in respect of this resolution were as follows:

(i) there were 1,606,076,526 proxy votes in respect of which the appointments specified that the proxy vote for the resolution;
(ii) there were 623,924 proxy votes in respect of which the appointments specified that the proxy vote against the resolution;
(iii) there were 861,978 proxy votes in respect of which the appointments specified that the proxy abstain on the resolution;
(iv) there were 11,862,874 proxy votes in respect of which the appointments specified that the proxy may vote at the proxy's discretion.

Yours sincerely


Andrew J Cooke
Company Secretary


04 January

SENIOR MANAGEMENT APPOINTMENTS MADE AT AUSTINDO RESOURCES CORPORATION NL

Austindo Resources Corporation NL is pleased to announce the following senior management appointments.

Mr John Carlile has been appointed Managing Director effective 14 January 2008 for a one year term, extendable by mutual agreement. Mr Carlile is an exploration geologist by background. He was the Managing Director of the Company between 1998 and 2002 and was Chairman of Pearl Energy Limited, an oil and gas company, which was listed on the Singapore Stock Exchange until mid 2006. Mr Carlile will be based in Jakarta.

Mr Cahyono Halim has been appointed Chief Financial Officer and will also be based in Jakarta. Mr Halim was previously Treasurer at Pearl Energy Limited and held a senior finance role with the ANJ Group in Indonesia and before that, was with Citibank.

The Chairman of ARX Mr Bruce Watson said, "These appointments will greatly assist ARX to drive development of its Indonesian assets, particularly focusing upon bringing the Cibaliung Gold Project on stream as quickly and as cost effectively as possible."

Mr Chris Melloy, has resigned from the Board. Mr Melloy is an Executive Director of the Manager of Lion Selection Limited and foreshadowed to the Board during 2007 his intention to resign, as Austindo moves closer to production. “Chris Melloy made a major contribution to Austindo over an extended period of time." said Mr Watson. "The Board thanks him for his valuable contribution and wishes him well."


For further information please contact:

Bruce J. Watson
Chairman
Andrew J. Cooke
Company Secretary
Tel: + 61 2 9236 7566 Tel: + 61 2 9419 8044
Email: bwatson@cubecorp.com.au Email: andrewcooke@arx.net.au

ABOUT AUSTINDO RESOURCES CORPORATION NL (ARX)

Formed in 1983, Austindo Resources Corporation NL is an Australian listed gold company focused on developing projects in Indonesia. The company's key project is Cibaliung, a highgrade epithermal gold/silver vein system located southwest of Jakarta in Banten Province, western Java. Cibaliung is expected to produce at an annual rate of 70,000 oz (gold equivalent).

Two key strategic alliances in Indonesia are taking Austindo closer to achieving its growth objective. In association with Anglo American Group, the Company is exploring for large porphyry copper/gold deposits in Papua. In addition the Company has a 95% joint venture interest with PT Sumber Mineral Nusantara in the Pekalongan and Trenggalek tenements located in Central and East Java respectively, areas prospective for low sulphidation epithermal gold/silver deposits similar to the Cibaliung project.

www.austindoresources.com.au


04 January

FINAL DIRECTOR'S INTEREST NOTICE - APPENDIX 3Z

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