8th Feb 2007 07:19
Dwyka Diamonds Limited08 February 2007 DWYKA DIAMONDS LIMITED ACN 060 938 552 NOTICE OF GENERAL MEETING and EXPLANATORY MEMORANDUM Date of Meeting: Monday, 12 March 2007 Time of Meeting: 10.00 am Place of Meeting: 98 Colin Street West Perth, Western Australia This Notice of General Meeting and Explanatory Memorandum should be read intheir entirety. If shareholders are in doubt as to how they should vote, theyshould seek advice from their accountant, solicitor or other professionaladviser prior to voting. DWYKA DIAMONDS LIMITED ACN 060 938 552 NOTICE OF GENERAL MEETING Notice is hereby given that a general meeting of shareholders of Dwyka DiamondsLimited ACN 060 938 552 ("Company") will be held at 98 Colin Street, West Perth,Western Australia at 10.00 am on Monday, 12 March 2007. The Explanatory Memorandum which accompanies and forms part of this Notice ofMeeting describes the various matters to be considered and contains a glossaryof defined terms for terms that are not defined in full in this Notice ofMeeting. RESOLUTIONS 1. Change of Company Name To consider and, if thought fit, to pass, the following as a special resolution: "That, pursuant to section 157 of the Corporations Act and for all otherpurposes, the name of the Company be changed to Dwyka Resources Limited." 2. Ratification of issue of Shares to Allerton Horizon Ltd To consider and, if thought fit, to pass, with or without amendment, thefollowing ordinary resolution: "That, for the purposes of Listing Rule 7.4 and all other purposes, theshareholders of the Company hereby approve and ratify the issue of 6,475,343Shares to Allerton Horizon Limited on 30 January 2007 in part consideration forthe acquisition of the Muremera nickel project, on the terms and conditionscontained in the Explanatory Memorandum. The Company will disregard any votes cast on this resolution by Allerton HorizonLtd and by an associate of Allerton Horizon Ltd. However, the Company need notdisregard a vote if it is cast by such persons as a proxy for a person who isentitled to vote, in accordance with the directions on the proxy form or it iscast by a person as chair of the meeting as a proxy for a person who is entitledto vote, in accordance with the direction on the proxy form to vote as the proxydecides. 3. Ratification of issue of Shares to Allerton Horizon Ltd To consider and, if thought fit, to pass, with or without amendment, thefollowing ordinary resolution: "That, for the purposes of Listing Rule 7.4 and all other purposes, theshareholders of the Company hereby approve and ratify the issue of 3,237,671Shares to Allerton Horizon Limited on or about 12 February 2007 in considerationfor the satisfaction of performance milestones in connection with theacquisition of the Muremera nickel project, on the terms and conditionscontained in the Explanatory Memorandum. The Company will disregard any votes cast on this resolution by Allerton HorizonLtd and by an associate of Allerton Horizon Ltd. However, the Company need notdisregard a vote if it is cast by such persons as a proxy for a person who isentitled to vote, in accordance with the directions on the proxy form or it iscast by a person as chair of the meeting as a proxy for a person who is entitledto vote, in accordance with the direction on the proxy form to vote as the proxydecides. 4. Approval of issue of Shareholder Share Purchase Plan Shortfall Shares toclients of Montagu To consider and, if thought fit, to pass, with or without amendment, thefollowing ordinary resolution: "That, for the purposes of Listing Rule 7.1 and for all other purposes, theshareholders of the Company hereby approve the issue of up to 8,870,950 Sharesat an issue price of A$0.31 per Share to clients of Montagu Stockbrokers PtyLtd, on the terms and conditions contained in the Explanatory Memorandum." The Company will disregard any votes cast on this resolution by any person whomay participate in the issue and by an associate of such persons. However, theCompany need not disregard a vote if it is cast by such persons as a proxy for aperson who is entitled to vote, in accordance with the directions on the proxyform or it is cast by a person as chair of the meeting as a proxy for a personwho is entitled to vote, in accordance with the direction on the proxy form tovote as the proxy decides. 5. Approval of placement of up to 7,258,065 Shares To consider and, if thought fit, to pass, with or without amendment, thefollowing as an ordinary resolution: "That, for the purposes of Listing Rule 7.1 and for all other purposes, theshareholders of the Company hereby approve the issue of up to 7,258,065 Sharesat an issue price of A$0.31 per Share to raise up to A$2,250,000 on the termsand conditions set out in the Explanatory Memorandum accompanying this Notice ofMeeting." The Company will disregard any votes cast on this resolution by any person whomay participate in the placement and by an associate of such persons. However,the Company need not disregard a vote if it is cast by such persons as a proxyfor a person who is entitled to vote, in accordance with the directions on theproxy form or it is cast by a person as chair of the meeting as a proxy for aperson who is entitled to vote, in accordance with the direction on the proxyform to vote as the proxy decides. BY ORDER OF THE BOARD Michael Langoulant Company Secretary DATED: 8 February 2006 PROXY AND VOTING ENTITLEMENT INSTRUCTIONS PROXY INSTRUCTIONS Shareholders are entitled to appoint up to two individuals or bodies corporateto act as proxies to attend and vote on their behalf. Where more than one proxyis appointed each proxy may be appointed to represent a specific proportion ofthe shareholder's voting rights. If the appointment does not specify theproportion or number of votes each proxy may exercise, each proxy may exercisehalf of the votes. The proxy form (and the power of attorney or other authority, if any, underwhich the proxy form is signed) or a copy or facsimile which appears on its faceto be an authentic copy of the proxy form (and the power of attorney or otherauthority) must be deposited at or sent by facsimile transmission to theCompany's office, 98 Colin Street, West Perth WA 6005, +61 8 9324 2977, not lessthan 48 hours before the time for holding the Meeting, or adjourned meeting asthe case may be, at which the individual or body corporate named in the proxyform proposes to vote. The proxy form must be signed by the shareholder or his/her attorney dulyauthorised in writing or, if the shareholder is a corporation, in a mannerpermitted by the Corporations Act. The proxy may, but need not, be a shareholder of the Company. In the case of shares jointly held by two or more persons, all joint holdersmust sign the proxy form. A proxy form is attached to this Notice. VOTING ENTITLEMENT For the purposes of determining voting entitlements at the Meeting, shares willbe taken to be held by the persons who are registered as holding the shares at5.00 pm on Friday, 9 March 2007. Accordingly, transactions registered afterthat time will be disregarded in determining entitlements to attend and vote atthe Meeting. DWYKA DIAMONDS LIMITED ACN 060 938 552 PROXY FORMDwyka Diamonds Limited, 98 Colin Street, West Perth WA 6005, Facsimile +61 8 9324 2977 I/We____________________________________________________________________________ of____________________________________________________________________________ being a shareholder/(s) of Dwyka Diamonds Limited ("Company") and entitled to shares in the Company hereby appoint______________________________________________________________ of____________________________________________________________________________ or failing him/her/it________________________________________________________________ of____________________________________________________________________________ or failing him/her/it the Chairman as my/our proxy to vote for me/us and on my/our behalf at the general meeting of the Company to be held at 98 Colin Street,West Perth, Western Australia at 10.00 am on Monday, 12 March 2007 and at anyadjournment thereof in respect of ________________________ of my/our shares or,failing any number being specified, ALL of my/our shares in the Company. If two proxies are appointed, the proportion of voting rights this proxy isauthorised to exercise is ( )%. (An additional proxy form will besupplied by the Company on request.) If you wish to indicate how your proxy is to vote, please tick the appropriateplaces below. If no indication is given on a resolution, the proxy may abstainor vote at his/her/its discretion. In relation to undirected proxies, the Chairman intends to vote in favour of allof the Resolutions. If you do not wish to direct your proxy how to vote, please place a mark in thebox. By marking this box, you acknowledge that the Chairman may exercise your proxyeven if he has an interest in the outcome of a resolution and votes cast by himother than as proxy holder will be disregarded because of that interest. I/we direct my/our proxy to vote as indicated overleaf: Resolution For Against Abstain Change of Company Name o o o Ratification of issue of 6,475,343 Shares to Allerton Horizon Ltd o o oRatification of issue of 3,237,671 Shares to Allerton Horizon Ltd o o o Approval of issue of Shareholder Share Purchase Plan Shortfall Shares to clientsof Montagu o o o Approval of placement of up to 7,258,065 Shares o o o As witness my/our hand/s this day of 2007 If a natural person: If a company: SIGNED by ) EXECUTED by ) ) in accordance with its ) constitution________________________________ ) in the presence of: ________________________________ _____________________________________ Witness Director Director/Secretary ________________________________ _____________________________________ Name (Printed) Name (Printed) Name (Printed) If by power of attorney:SIGNED for and on behalf of ) )by ) under a )Power of Attorney dated FORMTEXT )and who declares that he/she has not )received any revocation of such Power ofAttorney in the presence of : __________________________________________________ Signature of Attorney Signatureof Witness DWYKA DIAMONDS LIMITED ACN 060 938 552 EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the information ofShareholders in connection with the business to be considered at the generalmeeting of Shareholders to be held at 98 Colin Street, West Perth, WesternAustralia at 10.00 am on Monday, 12 March 2007. The Explanatory Memorandum should be read in conjunction with the accompanyingNotice of Meeting. For the assistance of Shareholders, a glossary of definedterms is included at the end of the Explanatory Memorandum. Full details of the business to be considered at this General Meeting are setout below. 1. Resolution 1 - Change of Company Name As announced on 17 January 2007, it is proposed that the Company change its nameto Dwyka Resources Limited. The Directors consider the current name of the Company does not accuratelyreflect the Company's ongoing strategy of growth and diversification. TheCompany remains committed to its portfolio of producing diamond assets but ispursuing projects across a wider range of commodities to allow the Company todrive shareholder value faster than may be possible with exposure to diamondsalone. The proposed new name more accurately reflects the diversification ofthe Company across a number of projects and mineral commodities. Resolution 1is a special resolution and requires the approval of 75% of the votes cast byShareholders. The Directors unanimously recommend Shareholders vote in favour of Resolution 1. 2. Resolutions 2 and 3 - Ratification of issues of Shares to Allerton HorizonLimited Resolution 2 seeks shareholder ratification for the issues of Shares to AllertonHorizon Limited for the purposes of Listing Rule 7.4. The purpose of seeking shareholder approval and ratification of the issue ofShares is to effectively reinstate the maximum limit under the Listing Rules onthe number of securities that Dwyka may issue in any 12 month period withoutshareholder approval. As announced on 19 January 2007, the Company entered into a sale and purchaseagreement ("Acquisition Agreement") pursuant to which it acquired all of theshares in Danyland Limited. Danyland Limited owns the Muremera nickel projectin Burundi. In accordance with the agreement, the total consideration payableby Dwyka in respect of this acquisition is US$2,000,000 (payable in Sharesdetermined having regard to the weighted average of the prices at which theShares were traded on AIM during the five day trading period immediately before30 January 2007) which were issued on 30 January 2007 ("Tranche 1 Shares")followed by a further US$3,000,000 which are to be issued upon the achievementof certain project milestones (also payable in Shares determined having regardto the weighted average of the prices at which the Shares were traded on AIMduring the five day period immediately before 30 January 2007.). Dwykaunderstands that some of these project milestones will be satisfied on or around12 February 2007, so that a further US$1,000,000 worth of Dwyka shares will beissued on or before the date of this Meeting ("Tranche 2 Shares"). Resolution 2 seeks ratification for the issue of the Tranche 1 Shares andResolution 3 seeks ratification for the issue of the Tranche 2 Shares. In accordance with the disclosure requirements of Listing Rule 7.5, thefollowing information is provided to Shareholders to enable them to consider andratify the issues of Shares to Allerton Horizon Limited. (a) The number of Tranche 1 Shares allotted was 6,475,343 on 30 January 2007.Further, the Company understands that, in accordance with the AcquisitionAgreement, it will be required to allot 3,237,671 Tranche 2 Shares on or about12 February 2007, and in any event prior to the date of the Meeting. TheCompany will make an ASX announcement on the date on which the Tranche 2 Sharesare issued. (b) The deemed issue price of the Shares was £0.157 (c) The Shares rank equally with all existing Shares. (d)The name of the allottee is Allerton Horizon Limited. (e) No funds were raised pursuant to the issue of Shares to Allerton HorizonLimited as the Tranche 1 Shares were issued in part consideration for theacquisition of the Muremera nickel project and the Tranche 2 Shares were issuedin consideration for the satisfaction of performance milestones in connectionwith the acquisition of the Muremera nickel project. The Directors unanimously recommend Shareholders vote in favour of Resolutions 2and 3. 3. Resolution 4 - Approval of issue of Shareholder Share Purchase PlanShortfall Shares to clients of Montagu On 17 January 2007 the Company announced to Shareholders that it was offering toall Eligible Shareholders the opportunity to subscribe for up to A$5,000 worthof Shares at an issue price of A$0.31 per Share. The Shareholder Share PurchasePlan has been underwritten by Montagu. Resolution 4 seeks shareholder approval for the issue of Shares to clients ofMontagu for the purposes of Listing Rule 7.1. Listing Rule 7.1 broadly provides, subject to certain exceptions, that a companymay not issue or agree to issue securities which represent more than 15% of thenominal value of the company's issued capital at the beginning of any 12 monthperiod without obtaining shareholder approval. In accordance with the disclosure requirements of Listing Rule 7.3, thefollowing information is provided to Shareholders to enable them to consider theissue of the Shortfall Shares to clients of Montagu. (a) The number of Shares to be issued is the number of Shares not subscribed forby Eligible Shareholders under the Shareholder Share Purchase Plan. Themaximum number of Shortfall Shares that may be issued pursuant to Resolution 4is 8,870,950 Shares. (b) The issue of the Shares will occur no later than three months after the dateof the Meeting, or such later date approved by ASX. (c) The issue price of the Shortfall Shares will be A$0.31. (d)The Shortfall Shares rank equally with all existing Shares. (e) The allottees will be clients of Montagu Stockbrokers Pty Ltd. Montagu hasunderwritten the Shareholder Share Purchase Plan, subject to standardconditions. (f) The funds raised are being used to develop the Muremera project and tocontinue the development of the Company's diamond assets. The Directors unanimously recommend Shareholders vote in favour of Resolution 4. 4. Resolution 5 - Approval of placement of up to 7,258,065 Shares The Company proposes to issue up to 7,258,065 Shares to exempt offerees underthe Corporations Act. The placement is being underwritten by Montagu. 4.1 Listing Rule 7.1 Resolution 5 seeks shareholder approval for the issue of Shares to exemptofferees for the purposes of Listing Rule 7.1. Listing Rule 7.1 broadly provides, subject to certain exceptions, that a companymay not issue or agree to issue securities which represent more than 15% of thenominal value of the company's issued capital at the beginning of any 12 monthperiod without obtaining shareholder approval. 4.2 Listing Rule 7.3 In accordance with the requirements of Listing Rule 7.3, the followinginformation is provided to Shareholders to allow them to assess the proposedissue of Shares: (a) The maximum number of Shares to be issued pursuant to Resolution 5 is7,258,065; (b) The issue of the Shares will occur no later than three months after the dateof the Meeting, or such later date approved by ASX; (c) The Board presently intend to issue the Shares pursuant to Resolution 5 asone allotment. However, they reserve the right to issue the Sharesprogressively; (d) The Shares will be issued at a price of A$0.31 per Share to raise a total ofup to A$2,250,000 before expenses of the issue; (e) The identity of the allottees of the Shares is not known at the date of thisNotice. However, the allottees will be exempt offerees under the CorporationsAct; (f) The Shares to be issued by the Company are fully paid ordinary shares in theCompany and rank equally with, and are on the same terms as, the existing Shareson issue; and (g) The funds raised are being used to develop the Muremera project and tocontinue the development of the Company's diamond assets. The Directors unanimously recommend Shareholders vote in favour of Resolution 5. 5. Glossary of Terms The following terms and abbreviations used in the Notice of Meeting and thisExplanatory Memorandum have the following meanings: "A$" means Australian dollars. "AIM" means the Alternative Investment Market of the London Stock Exchange plc. "ASIC" means the Australian Securities and Investments Commission. "ASX" means ASX Limited. "Board" means the board of Directors. "Company" and "Dwyka" means Dwyka Diamonds Limited, ACN 060 938 552. "Corporations Act" means the Corporations Act 2001 (Commonwealth). "Directors" means the directors of the Company, from time to time. "Eligible Shareholders" means Shareholders who were offered Shares in theCompany under the Shareholder Share Purchase Plan, being Shareholders who havean address (as recorded in the Company's register of members on the record datefor the Shareholder Share Purchase Plan) in Australia, New Zealand or the UnitedKingdom or in any other jurisdiction in which it is lawful and practical for theCompany to offer and issue Shares under the Shareholder Share Purchase Plan. "Explanatory Memorandum" means this explanatory memorandum. "General Meeting" or "Meeting" means the general meeting of Shareholders to beheld at 98 Colin Street, West Perth, Western Australia at 10.00 am on 12 March2007, or any adjournment thereof. "Listing Rules" means the official listing rules of ASX. "Montagu" means Montagu Stockbrokers Pty Ltd. "Notice of Meeting" means the notice of the Meeting which accompanies theExplanatory Memorandum. "Resolution" means a resolution in the Notice of Meeting. "Section" means a section of this Explanatory Memorandum. "Shareholders" means registered holders of Shares. "Shareholder Share Purchase Plan" means the shareholder share purchase planoffered to Eligible Shareholders on, as announced to Shareholders on 17 January2007. "Shares" means fully paid ordinary shares in the capital of the Company. "Shortfall Shares" means those Shares not subscribed for by EligibleShareholders under the Shareholder Share Purchase Plan. 2 February 2007 Dear Shareholder Invitation to participate in Dwyka's Shareholder Share Purchase Plan The Board of Directors of Dwyka Diamonds Limited ("Dwyka" or "Company") ispleased to advise you of the introduction of this Shareholder Share PurchasePlan ("Plan"). The Plan entitles existing shareholders in the Company ("Shareholders"), irrespective of the size of their shareholding, to purchase upto $5,000 worth of shares in the Company ("Shares") at a discount to the marketprice and free of all brokerage and commission ("Offer"). The Offer is underwritten by Montagu Stockbrokers Pty Ltd ("Underwriter"). TheUnderwriter may be issued with up to 4,347,556 Shares pursuant to the Plan whereone or more of the eligible shareholders fails to subscribe for the maximumnumber of Shares available to them under the Offer. Participation in the Plan is entirely voluntary and is subject to the terms andconditions attached to this letter. If you wish to participate in the Plan, youmust complete and lodge the attached Entitlement and Application Form or beforethe Closing Date of 5pm WST on 2 March 2007. As an incentive to Shareholders, the Shares are being offered at an issue priceof $0.31 cents, which is a 20% discount to the market price (calculated byreference to the average price for the Shares over the 5 trading daysimmediately preceding 17 January 2007, the date on which the Offer wasannounced). However, you should note that the market price of the Shares mayrise or fall between the date of the Offer and the date on which the Shares areallocated to you. This means that the issue price you pay for the Shares mayexceed the market price of the Shares at the date of allotment of the Sharesunder the Offer. You should obtain your own financial advice in relation to theOffer and consider price movements of the Shares prior to accepting the Offer. The Directors of Dwyka intend to subscribe for Shares under the SPP with respectto their own shareholding. As set out in the announcements dated 17 and 18 January 2007 and 2 February2007, Dwyka has acquired all of the shares in Danyland Limited which holds theMuremera nickel project which is located within 2km of the Kabanga project, theworld's largest undeveloped nickel sulphide deposit. The funds raised from thisOffer and a further placement are to be used to develop the Muremera project andto continue the development of the Company's diamond assets. The furtherplacement will be made to sophisticated investors and other exempt offerees atthe same subscription price as this Plan. Offers under the Plan to Shareholdersdo not require shareholder approval. However, the Company is seekingshareholder approval for the issue of shares pursuant to the underwriting of thePlan and under the placement for the purposes of ASX Listing Rule 7.1 at aGeneral Meeting of Shareholders on 12 March 2007. The Notice of General Meetingseeking shareholder approval for this placement and other related matters isenclosed. If you have any queries concerning the Offer, please contact ComputershareInvestor Services Call Centre 1300 557 010. We thank you for you continued support for our Company and welcome yourparticipation in the Plan. Yours sincerely| Melissa Sturgess Executive Chairman Dwyka Diamonds Limited SHAREHOLDER SHARE PURCHASE PLAN Eligible Shareholders can purchase up to $5,000 of Dwyka Diamonds Limited Shares This is an important document and should be read in its entirety. This documentis not a prospectus for the purposes of the Prospectus Rules (UK) or theCorporations Act 2001 (Cth). The value of the offer made in accordance with thisdocument is less than €2.5million and therefore falls under the exemption inArticle 1(2) the Prospectus Directive (EU) and section 85(5) and paragraph 9(1),Schedule 11A of the Financial Services and Markets Act 2000 (UK). If you havedisposed of all of your shares in Dwyka Diamonds Limited, this document and theEntitlement and Application form should be handed or sent to the purchaser ofthose shares or the broker, banker or other agent through whom the disposal waseffected. If you have any doubts as to what you should do, you should seekadvice from your stockbroker, accountant, solicitor, other professional adviseror (UK) other independent financial adviser authorised under the FinancialServices and Markets Act 2000 . Offer Closes: 2 March 2007 KEY DATESDate Event 5 February 2007 Record date The date on which Dwyka determines Eligible Shareholders 2 March 2007 Closing Date Share Purchase Plan closes. Applications must be received by the Company by 5.00pm (WST) 12 March 2007 General Meeting Shareholder approval for the change in the Company's name to Dwyka Resources Limited and for the Placement is sought 12 March 2007 Plan Issue Date Shares issued under Plan 26 March 2007 Placement Closing Date Placement closes (if not closed sooner) Dwyka has the discretion to alter some Key Dates without prior notice to shareholders. PLAN TERMS AND CONDITIONS Participation Participation in the Plan is open to all persons registered as holders of Sharesat 5.00 pm WST time on 5 February 2007 ("Record Date") who have an address (asrecorded in the Company's register of members) in Australia, New Zealand or theUnited Kingdom or in any other jurisdiction in which it is lawful and practicalfor the Company to offer and to issue Shares under the Plan ("EligibleShareholders"). This Offer is not made in any jurisdiction in which, or to anyperson to whom, it would not be lawful to make such an offer. Participation in the Plan is entirely at the discretion of EligibleShareholders. An Eligible Shareholder may: - apply for up to a maximum of five thousand dollars ($5,000) worth of Shares,being up to a maximum of 16,129 Shares and not less than a minimum of fivehundred ($500) worth of Shares, being a minimum of 1,613 Shares; or - do nothing, in which case the 16,129 Shares to which the Eligible Shareholderis entitled will revert to the Underwriter. Offers are non-renounceable, meaning that Eligible Shareholders cannot transfertheir entitlement to purchase Shares under an Offer to another person. Pricing As an incentive to Shareholders, the Shares are being offered at an issue priceof $0.31 cents, which is 80% of the volume weighted average market price forShares over the 5 days on which sales of Shares on ASX were recorded prior to 17January 2007, the date this Offer was announced. This represents a discount of34.4% on the trading price over the 5 days on which sales of Shares on ASX wererecorded prior to 2 February 2007, the date of this Offer, of $0.472 cents. The Offer also provides an opportunity for those Eligible Shareholders with lessthan a marketable parcel of shares ($500 worth) to increase their shareholdingto a marketable parcel level. Limit on participation In order to comply with ASIC regulations, an Eligible Shareholder may notacquire more than $5,000 worth of Shares under the Plan in any 12 month period,taking into account all applications including joint and other beneficialinterests. The maximum number of 16,129 Shares which each Eligible Shareholdermay apply for will apply even if an Eligible Shareholder has received more thanone Offer (whether in respect of a joint holding or because the EligibleShareholder has more than one holding under separate share accounts). Dwykareserves the right to reject any acceptance where this rule or any other term ofthe Plan has not been complied with. Allotment of Shares It is the Board's intention to issue Shares under the Plan on or around 12 March2007. Shares allotted under the Plan will rank equally in all respects with all otherfully paid ordinary shares in the Company on the date of their issue. Dwyka will, promptly after allotment of Shares under the Plan, apply for theShares to be quoted on ASX and admitted to trading on the AIM Market of theLondon Stock Exchange. Costs of participation No brokerage, commissions or any other transaction costs will be payable byEligible Shareholders in respect of their application for, and allotment of,Shares under the Plan. Lodgement Instructions To participate in the Plan an Eligible Shareholder must return a completedEntitlement and Application Form, together with a cheque for the purchase pricefor the number of Shares applied for, on or before the Closing Date of 5pm WSTon 2 March 2007. Completed forms may be mailed or delivered to: Mailing Address Delivery AddressComputershare Investor Services Computershare Investor ServicesGPO Box D182 Level 2, 45 St Georges TcePERTH WA 6840 PERTH WA 6000 Once an application has been made it cannot be revoked. All valid applicationswill be deemed to have been accepted on the Closing Date. Declaration and Acknowledgements By forwarding a cheque and completing Entitlement and Application Form, anEligible Shareholder: - confirms that he/she/it is an Eligible Shareholder for the purposes of thePlan; - acknowledges that the Eligible Shareholder has read, understood and agrees tobe bound by the terms and conditions of the Plan; - agrees to accept any lesser number of Shares than the number of Shares appliedfor; - confirms that the total cost of all Shares purchased by the EligibleShareholder (including through joint and beneficial holdings) does not exceed$5,000; and - agrees to be bound by the constitution of Dwyka in respect of the Sharesissued to the Eligible Shareholder. Additional Information The Plan will be administered by the Board, or a committee or delegate of theBoard, which will have an absolute discretion to: - determine appropriate procedures for administration of the Plan; and - resolve conclusively any difficulties, anomalies or disputes which may arisein connection with or by reason of the operation of the Plan whether generallyor in relation to any participating Eligible Shareholder, or application forShares, and any such resolution will be binding on all participants and otherpersons to whom the resolution relates. The Plan and these terms and conditions of the Plan may be suspended, terminatedor amended at any time by the Board. The Board reserves the right to refuse an application if it considers that theapplicant is not an Eligible Shareholder or has not otherwise complied with theterms of the Plan or for any other reason. If an application is refused,application monies received will be refunded without interest. Dwyka Diamonds Limited Shareholder Share Purchase Plan Entitlement and Application Form Please insert name and address as shown on your Issuer or CHESS holdingstatement: SURNAME: Mr/Mrs/Ms/Miss: Given Names: or Company Name: A.C.N. Address in full: State: Postcode: Daytime Phone: HIN / SRN No: TO THE DIRECTORS, DWYKA DIAMONDS LIMITED: I/We, the above mentioned, being registered as ordinary shareholder(s) in theCompany do hereby apply for the number of shares as stated below at an issueprice of $0.31 cents per Share, being 80% of the volume weighted average marketprice for Shares over the last 5 days on which sales in Shares were recordedprior to 17 January 2007, issued in accordance with the Dwyka Shareholder SharePurchase Plan and the constitution of the Company. NUMBER OF NEW SHARES PRICE PER SHARE AMOUNT ENCLOSED $ __________________ The minimum number of shares you can apply for is 1,613 which will cost you$500. The maximum number of shares you can apply for is 16,129 which will cost you$5,000. You can purchase any number of shares between the maximum and minimum. I/We enclose my/our cheque being payment of $0.31 cents for each new fully paidordinary share applied for. I/We agree to be bound by the Company's Constitution and the terms of the DwykaShareholder Share Purchase Plan. INSERT DETAILS OF YOUR CHEQUE OR BANK CHEQUE - PLEASE COMPLETE IN BLOCKLETTERSName of Drawer Cheque No. BSB Account No. Amount RETURN OF THIS DOCUMENT WITH YOUR CHEQUE FOR PAYMENT WILL CONSTITUTE YOURAPPLICATION FOR SHARES UNDER THE TERMS OF THE DWYKA SHAREHOLDER SHARE PURCHASEPLAN DWYKA DIAMONDS LIMITEDShareholder Share Purchase Plan INSTRUCTIONS ON HOW TO COMPLETE THE ENTITLEMENT AND APPLICATION FORM Payment The amount of your cheque should be equal to the total number of shares forwhich you apply multiplied by $0.31 cents. Payment must be made in Australiancurrency only. Cheques should be made payable to "Dwyka Diamonds Limited" andcrossed "Not negotiable". Receipts for payment will not be issued. Cash payment will not be accepted. Cheques will be deposited on their day ofreceipt. Sufficient cleared funds should be held in your account as youracceptance may be rejected if your cheque is dishonored. Lodgement Details Your completed form, together with your cheque for the purchase price for thenumber of shares you wish to acquire, on or before the Closing Date of 5pm WSTon 2 March 2007. Your completed form may be mailed or delivered to:Mailing Address Delivery AddressComputershare Investor Services Computershare Investor ServicesGPO Box D182 Level 2, 45 St Georges TcePERTH WA 6840 PERTH WA 6000 Privacy As a shareholder in Dwyka, Chapter 2C of the Corporations Act 2001 requiresinformation about you (including your name, address and details of the sharesyou hold) to be included in Dwyka's public register. This information mustcontinue to be included in Dwyka's public register if you cease to be ashareholder. These statutory obligations are not altered by the PrivacyAmendment (Private Sector) Act 2000. Information is collected to administeryour security holding and if some or all of the information is not collectedthen it might not be possible to administer your security holding. Questions If you have any queries concerning the offer, please contact ComputershareInvestor Services Call Centre on 1300 557 010. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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