Bidder's Statement

1

Summary of the Offer

• 1.5 cents per fully paid Share
• 0.1 cents per partly paid Share
  
  Deferred Consideration
  

• 2.5 cents per fully paid Share, payable within five Business Days after cumulative gold production from the Beaconsfield Mine attributable to Allstate under the Beaconsfield Mine Joint Venture of 30,000 ounces subsequent to 1 January 2007 is achieved.

Below is a summary of the ways in which you can accept the Offer. The full details of how to accept the Offer are set out in section 8.2.

Issuer Sponsored Holding

If Your Allstate Shares are held in an Issuer Sponsored Holding, to accept the Offer you must complete and sign the accompanying Acceptance Form in accordance with the instructions on it and return it, together with any other documents required by those instructions, to:

By mail

Computershare Investor Services Pty Limited
Allstate Takeover Offer
GPO Box 52
Melbourne VIC 8060

OR

By delivery in person
Computershare Investor Services Pty Limited
Allstate Takeover Offer
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067

so that it is received before the end of the Offer Period. A reply paid envelope is enclosed for your convenience (not able to be used by overseas Allstate Shareholders).

CHESS Holding

If Your Allstate Shares are held in a CHESS Holding, you must instruct your Controlling Participant (usually your broker) to initiate an acceptance of the Offer on your behalf.

You could also complete and sign the accompanying Acceptance Form in accordance with the instructions on it and return it, together with any other documents required by those instructions, to one of the addresses listed above. However, Computershare will merely send this form onto your Controlling Participant who is the only person who can accept the Offer on your behalf.

(a) 21 days after the end of the Offer Period; or

(b) one month after the day both of the following apply:

(i) the Offer has been validly accepted by you; and

(ii) the Offer has become unconditional.

(a) the date upon which payment of the Initial Consideration is made; and
(b) the date that is 5 Business Days after cumulative gold production from the Beaconsfield Mine attributable to Allstate under the Beaconsfield Mine Joint Venture of 30,000 ounces subsequent to 1 January 2007 is achieved.

2

Profile of Bidder

The Beaconsfield Mine is located 40 kilometres by road north-west of Launceston. The ore body, named the Tasmanian Reef, is a gold-bearing quartz-carbonate-sulphide vein occupying a fault structure which transgresses a series of Ordovician sedimentary beds. The Tasmanian Reef has an average strike length of 350-400 metres, an average horizontal thickness of around 3.0 metres and dips south-east at an average of around 60 degrees.

The historic underground mine was operated from 1877 to 1914, during which time approximately 840,000 ounces of gold were produced. The modern underground mine has focussed on the extension of the Tasmanian Reef below 455 metres depth.

In addition to the Beaconsfield Mine, Bidder has a number of exploration ventures located in Victoria and Tasmania.

Management team

The key management team of Bidder comprises the following:

William Thomas Colvin B.Sc. (Eng) Mining, ARSM, ACA

Mr Colvin is the Chief Executive Officer of Bidder. Mr Colvin holds a B.Sc. (Eng, Hons), a Mining Engineering degree (Royal School of Mines, London) and is a qualified Chartered Accountant (Institute of England and Wales) with experience in both the audit and insolvency practices of Coopers and Lybrand. Mr Colvin was the General Manager of the Stawell underground gold mine for MPI Mines Limited (and subsequently Leviathan Resources Limited) for three years from 2002, after which he was appointed to the position of General Manager - Business Development for Leviathan Resources Limited. Mr Colvin previously spent three years as General Manager of the Henty underground gold mine for Goldfields Limited. After completing the economic turnaround of the Henty mine in 2001, Mr Colvin was appointed General Manager - Group Operations for Goldfields Limited until the merger of that company with Delta Gold Limited in 2002. Mr Colvin also held various positions with the RGC / Goldfields Group at Pine Creek, RGC Mineral Sands and Paddington. Mr Colvin took up the position of Chief Executive Officer of Bidder on 1 September 2005. Mr Colvin was appointed as Chief Executive Officer of Allstate on 30 April 2007.

Brian David Coulter B.Com, FCPA, ACIS

Mr Coulter is the Chief Financial Officer and Company Secretary of Bidder. Mr Coulter has a Bachelor of Commerce degree from Melbourne University, is a Fellow of CPA Australia and is an Associate of the Institute of Chartered Secretaries and Administrators. Mr Coulter has worked in the mining industry, both in Australia and overseas, for the past 38 years, including MIM Holdings Limited / Xstrata, Newcrest Mining Limited, Denehurst Limited and CRA Limited and its London based parent at the time, Rio Tinto Zinc Corporation. Mr Coulter has extensive experience in all corporate financial and administration areas, including statutory reporting, company secretarial, budgeting and financial analysis and the evaluation of investment opportunities. Mr Coulter was appointed to his current position with Bidder in July 2004 and on 30 April 2007 was appointed as Chief Financial Officer and Company Secretary of Allstate.

Directors of Bidder

The directors of Bidder are as follows:

Dr Denis Edmund Clarke Ph.D (Geology), B.Sc. (Geology), B.A. (Economics and Statistics), F.Aus.IMM

Dr Clarke is the Non-Executive Chairman of Bidder. Dr Clarke has a B.Sc. (Geology) first class honours degree and a B.A. (Economics & Statistics) degree from the University of Queensland and a Ph.D. (Geology) from Stanford University in the U.S.A. He is a Fellow of the Australasian Institute of Mining and Metallurgy. Dr Clarke has extensive technical, financial and corporate experience in the mining and exploration industry in Australia and overseas. For 16 years (1983 to 1998) he contributed significantly to the outstanding success of Plutonic Resources Limited which developed into one of Australia's largest gold producers with five operating mines before being absorbed by Homestake Mining Company, the merger valuing Plutonic at around $1 billion. At Plutonic, Dr Clarke was General Manager - Corporate and successively managed the Exploration Division, the Finance and Administration Division and the Corporate Division. Prior to joining Plutonic, he spent 10 years in exploration with the Rio Tinto subsidiary, Rio Algom Limited, primarily in Canada. He is currently a Non-Executive Director and Chairman of the Audit Committee of Troy Resources NL, a Non-Executive Director of Anglo Australian Resources NL and the Non-Executive Chairman of Cullen Resources Limited. Mr Clarke has previously been a Non-Executive Director of Bemax Resources NL, the Non-Executive Chairman of Lachlan Resources NL and the Chairman of Archaean Gold NL. Dr Clarke has a beneficial interest in a total of 16,000 fully paid shares and 1,000,000 partly paid shares of the Bidder. Dr Clarke was appointed as a Director of Allstate on 27 February 2007 and Chairman on 30 April 2007.

Michael Ward Trumbull B.E. (Hons) Mining, M.B.A., F.Aus.IMM

Mr Trumbull is a Non-Executive Director of Bidder. Mr Trumbull has a degree in mining engineering (first class honours) from the University of Queensland and a master of business administration (MBA) from Macquarie University. A Fellow of the Australian Institute of Mining and Metallurgy, he has over 30 years of broad mining industry experience with companies including MIM, Renison, WMC, CRA, Amax and ACM. From 1983 to 1992, Mr Trumbull worked with ACM and ACM Gold as, progressively, Senior Mining Engineer, Project Manager - Westonia Gold Mine, Resident Manager - Westonia Gold Mine and General Manager - Investments. In 1979, while working for Amax Exploration (Australia), Mr Trumbull recommended that company's involvement in resurrecting the historic Beaconsfield gold mine workings and commenced the recovery of the collapsed Hart Shaft. He was one of the founding directors of Bidder when it listed on the ASX in 1993. From March 1993 to November 2004, Mr Trumbull was the sole Executive Director for Bidder, including being the Managing Director from December 2003 to November 2004. He continues as a Non-Executive Director, and the only remaining founding director, with over 14 years of continuous service. He is currently a Non-Executive Director of Panaegis Gold Mines Limited and was previously a Non-Executive Director of Golden Shamrock Mines Limited. Mr Trumbull has a beneficial interest in a total of 5,981,085 fully paid shares of the Bidder.

William Tsingos

Mr Tsingos is a Non-Executive Director of Bidder. Mr Tsingos has, for the past 29 years, been running his own international trading business dealing in electrical and engineering products predominantly with government utilities and public companies involved in the mining, transport, heavy engineering and construction industries. Mr Tsingos was most recently appointed to the board in March 2004, having previously served as a director and consultant since September 2001. Mr Tsingos has a beneficial interest in a total of 859,628 fully paid shares and 400,000 partly paid shares of the Bidder.

Kevin John Perrin CPA

Mr Perrin is a Non-Executive Director of Bidder. Mr Perrin is a Certified Practising Accountant and since 1975 has been a partner in the Ballarat firm of Certified Practising Accountants, Prowse Perrin & Twomey, conducting an accounting, audit and financial advisory practice. His professional career has included advising a wide range of clients on taxation, investment, superannuation and business advisory services. For over 15 years, Mr Perrin was the audit partner for the firm and he practised as a registered company auditor from 1983 to 2005. Prowse Perrin & Twomey is now the largest accounting firm in the Ballarat region. Mr Perrin is also a director and shareholder of Prowse Perrin & Twomey Investment Services Pty Ltd an independent investment advisory firm which holds an Australian Financial Services Licence and operates in the Ballarat district. Prior to that, Mr Perrin held a Securities Dealers licence and was a member of The Stock Exchange of Ballarat. He was admitted as an Associate of CPA Australia in January 1971. Mr Perrin has a beneficial interest in a total of 1,800,000 fully paid shares of the Bidder. Mr Perrin was appointed as a Director of Allstate on 27 February 2007.

Further information about Bidder

Bidder is a disclosing entity for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations imposed by the Listing Rules and the Corporations Act. In particular, Bidder is required to continuously disclose to the market any information it has which a reasonable person would expect to have a material effect on the price or value of its shares.

Copies of documents lodged with ASIC by or in relation to Bidder may be obtained from, or inspected at, any office of ASIC.

3

Bidder's intentions

Introduction

This section sets out the intentions of Bidder relating to:

(a) the continuation of the business of Allstate;

(b) any major changes to the business of Allstate and redeployment of the fixed assets of Allstate; and

(c) the future employment of the present employees of Allstate.

General intentions

Bidder intends to continue to conduct the operations of Allstate in the same manner as they are currently conducted, with a view to re-commencing all gold mining activities at the Beaconsfield Mine as soon as practicable. More particularly, Bidder intends that:

(a) the Allstate Group will continue to participate in, and act as manager of, the Beaconsfield Mine Joint Venture, in consideration for a fee of 2% of total gold sales derived from the Beaconsfield Mine;

(b) the employees of Allstate will continue to be employed by Allstate on their current terms and conditions, it being anticipated that additional employees will be required upon the recommencement of ore production at the Beaconsfield Mine, increasing as production at the mine increases over time; and

(c) the business of Allstate continues in the manner it is currently conducted (there being no proposals to redeploy any of the fixed assets of Allstate).

Intentions in respect of compulsory acquisition

If Bidder becomes entitled to more than 90% of Allstate Shares as a result of acceptances of the offer, Bidder does not intend to proceed to compulsory acquisition of the outstanding Allstate Shares as would be permitted in accordance with the compulsory acquisitions and buy-outs following takeover bid provisions of the Corporations Act. Bidder may, however, make a separate fair offer for the remaining Shares in Allstate under the general compulsory acquisitions and buy-outs provisions of the Corporations Act.

Intentions for control

If Bidder declares the Offers to be free from the conditions detailed in section 8.6, Bidder intends (subject to the level of its shareholding in Allstate) to:

(a) seek to appoint its own nominees to constitute a majority of the Allstate board, subject to the Corporations Act and to the constitution of Allstate;

(b) other than as stated in section 3.3, acquire Allstate Shares over time in accordance with the provisions of the Corporations Act; and

(c) seek to implement such of the intentions as are detailed in section 3.2 as are consistent with Allstate being a controlled entity, but not a wholly-owned subsidiary, of Bidder.

Intentions if Bidder does not increase holding in Allstate

If Bidder's holding in Allstate does not increase beyond its current Relevant Interest, it will seek to implement such of the intentions as are detailed in section 3.2 as are consistent with Allstate being a controlled entity, but not a wholly-owned subsidiary of Bidder.

Other intentions

Subject to the above, Bidder does not foresee a significant shift from the current strategic direction of Allstate in relation to its core businesses and does not intend to divest any of Allstate's businesses.

4

Funding of Offers

Maximum cash consideration

The consideration for the acquisition of Allstate Shares to which the Offers relate will be satisfied wholly in cash and, if all the Offers are accepted, and the Deferred Consideration becomes payable in accordance with the terms of the Offers, will total approximately $340,838.99.

Overview of funding arrangements

The cash consideration plus the funds to satisfy all other expenses incurred by Bidder and relating to the Takeover Bid will be provided from existing cash balances of Bidder.

The funds available from existing cash balances are sufficient to fund the maximum consideration payable pursuant to the Offers and all related transaction costs associated with the Takeover Bid.

5

Taxation considerations

Capital gain or loss

The sale of Allstate Shares pursuant to the Offer will involve the disposal by Allstate Shareholders of their Allstate Shares by way of transfer to Bidder. This change in ownership of the Allstate Shares will constitute a CGT event for Australian income tax purposes.

Allstate Shareholders (who are Australian residents) may make a capital gain or incur a capital loss in respect of the sale of their Allstate Shares that were acquired (or deemed to have been acquired) after 19 September 1985. Any capital gain or loss arising on the disposal of shares acquired (or deemed to have been acquired) before 20 September 1985 is generally disregarded.

A capital gain will arise to the extent the capital proceeds from the disposal of Allstate Shares (being the cash received by the Allstate Shareholder under the Offer) exceed the cost base (or, in some cases as discussed below, the indexed cost base) of the Allstate Shares.

A capital loss will be incurred to the extent the capital proceeds are less than the reduced cost base of the Allstate Shares.

The capital gains and capital losses of an individual taxpayer from all CGT events are aggregated to determine whether there is a net capital gain or net capital loss in any given tax year. A net capital gain may be discounted (as discussed below). Any net capital gain, after applicable discounts, is included in the assessable income of the individual taxpayer and may be subject to income tax. Net capital losses may not be deducted against other income for income tax purposes, but may be carried forward to offset against future capital gains.

The availability of indexation or a discount in calculating the capital gain subject to tax depends on the date of acquisition of the Allstate Shares and the elections made by individual Allstate Shareholders as discussed below.

(a) Allstate Shares acquired at or before 11.45am on 21 September 1999

The cost base of Allstate Shares is generally their cost of acquisition. If Allstate Shares were acquired at or before 11.45am on 21 September 1999, an Allstate Shareholder who is an individual, the trustee of a complying superannuation entity or the trustee of a trust may elect to adjust the cost base of the Allstate Shares to include indexation by reference to changes in the Consumer Price Index from the calendar quarter in which the Allstate Shares were acquired until the quarter ended 30 September 1999. Allstate Shareholders which are companies will be entitled to include that indexation adjustment without making an election if their Allstate Shares were acquired at or before 11.45am on 21 September 1999. However, whilst those indexation adjustments are taken into account for the purposes of calculating any capital gain, they are ignored when calculating the amount of any capital loss.

Individuals, trustees of complying superannuation entities or trustees of trusts who do not make the indexation election referred to above may be entitled to discount the amount of their net capital gain from the disposal of Allstate Shares by:

(i) 50% in the case of individuals and trustees of trusts (other than a trust that is a complying superannuation entity); or
(ii) 331/₃% for trustees of complying superannuation entities.

Allstate Shareholders which are companies (not acting as trustees) are not entitled to any discount in respect of their net capital gains.

Whether it is better for any given Allstate Shareholder to make the indexation election or not will depend upon the particular Allstate Shareholder's individual circumstances, including the cost base of the Allstate Shares and whether the Allstate Shareholder has any available capital losses. Allstate Shareholders should consult their own tax advisers in this regard.

(b) Allstate Shares acquired after 11.45am on 21 September 1999

If Allstate Shares are held by an individual, the trustee of a trust or the trustee of a complying superannuation entity and they were acquired:

(i) after 11.45am on 21 September 1999; and

(ii) at least 12 months before the date on which the Allstate Shareholder accepted the Offer,

then the discounts referred to above are generally available.

There is no entitlement to indexation of the cost base for any Allstate Shareholder (including companies) in these circumstances.

6

Share capital information

Allstate securities

Based on documents lodged by Allstate with ASX and ASIC, the total number of securities in each class in Allstate at the date of this Bidder's Statement is as follows:

Shares

Interests of Bidder's directors in Allstate securities

Immediately before the Offer was sent, the directors of Bidder held a Relevant Interest in the following Allstate Shares:

Dealings in Allstate Shares

Except as set out below, in the four months ending on the day immediately before the date of the Offer, neither Bidder nor an associate of Bidder provided, or agreed to provide, consideration for any Allstate Shares under an agreement or purchase.
On 23 May 2007, Bidder disposed of legal and beneficial ownership of 25,000 fully paid ordinary shares in the capital of Allstate.
On 30 April 2007, Bidder acquired legal and beneficial ownership of:

(a) 35,524,428 fully paid ordinary shares; and

(b) 6,604,858 partly paid ordinary shares,

in the capital of Allstate pursuant to an Agreement for the Sale and Purchase of Shares in Allstate Explorations NL between Bidder and Newmont Australia Limited, which sale was approved by the shareholders of Allstate at a general meeting held on 30 April 2007.

The price paid by Bidder to Newmont Australia Limited and its Related Bodies Corporate in consideration for the sale and purchase of these shares is the same price per share offered to Allstate Shareholders in respect of Allstate Shares pursuant to the Offer.

Benefits to Allstate Shareholders

Subject to the discussion in section 6.4, in the four months ending on the day immediately before the date of the Offer, neither Bidder nor any associate of it gave, offered to give or agreed to give a benefit to another person which was likely to induce the other person, or an associate of the other person, to:

(a) accept an Offer; or

(b) dispose of Allstate Shares,

7

Additional information

Allstate's ASX disclosures

Allstate's material announcements to ASX since the Revision and Reissue of its Financial Report on 29 November 2006 are:

Deferred Consideration

As detailed elsewhere in this document, the consideration for the Allstate Shares comprises an Initial Consideration and a Deferred Consideration component.

The Deferred Consideration comprises 2.5 cents per fully paid Allstate Share, payable on the later of:

(a) the date upon which payment of the Initial Consideration is paid; and

(b) the date that is five Business Days after cumulative gold production from the Beaconsfield Mine attributable to Allstate under the Beaconsfield Mine Joint Venture of 30,000 ounces subsequent to 1 January 2007 is achieved.

It is important to be aware that there are a number of factors (including a number of factors outside the control of Bidder) which will impact on whether or not the Deferred Consideration becomes payable, either in the short term, or at all, including the following:

• whether the remaining WorkSafe notices prohibiting certain mining activities are rescinded. The Case for Safety for Eastern Ore Production has been submitted to the Chief Inspector of Mines for review. Work is well advanced on the Case for Safety for Western Ore Production;
• whether the BMJV is technically and financially able to successfully mine the ore; and
• whether the BMJV is able to produce the minimum amount of gold necessary to trigger the obligation to pay.

You should be aware that there is a risk that no Deferred Consideration will become payable.

Other material information

Except as set out elsewhere in this Bidder's Statement, there is no other information that is:

(a) material to the making of a decision by an Allstate Shareholder whether or not to accept an Offer; and

(b) known to Bidder,

which has not previously been disclosed to Allstate Shareholders.

8

Offer terms

The Offer

(a) Bidder offers to acquire all of Your Allstate Shares on the terms and subject to the conditions of this Offer.

(b) The consideration offered is:

(i) an Initial Consideration of 1.5 cents per fully paid Allstate Share and 0.1 cents per partly paid Allstate Share (and all Rights attaching to such Allstate Shares); and

(ii) a Deferred Consideration of 2.5 cents per fully paid Allstate Share (and all Rights attaching to such Allstate Shares), payable on the later of:

(A) the date upon which the Initial Consideration is paid; and

(B) the date that is five Business Days after cumulative gold production from the Beaconsfield Mine attributable to Allstate under the Beaconsfield Mine Joint Venture of 30,000 ounces subsequent to 1 January 2007 is achieved. No deferred payment will be payable in respect of partly paid Shares.

(c) You may only accept this Offer in respect of all Your Allstate Shares. If you hold one or more parcels as trustee or nominee for, or otherwise on account of, another person, certain exceptions to this requirement may apply (see section 8.1 (h)).

(d) Unless this Offer is withdrawn or extended in accordance with the Corporations Act, this Offer will remain open during the period commencing on 11 June 2007 and ending at 5.00 pm (Melbourne time) on 12 July 2007.

(e) The Offer relates to Allstate Shares that exist or will exist as at the Relevant Date (25 May 2007) and extends to all Allstate Shares which are issued from the Relevant Date to the end of the Offer Period.

(f) This Offer is made to you as the holder of Your Allstate Shares at the Relevant Date.

(g) If at the time this Offer is made to you, or at any time during the Offer Period and before you accept this Offer another person is, or is entitled to be, registered as the holder of some or all of Your Allstate Shares (the Transferred Shares):

(i) this Offer is deemed to have been withdrawn;

(ii) a corresponding Offer is taken to have been made to that other person in respect of the Transferred Shares; and

(iii) a corresponding Offer is taken to have been made to you in respect of Your Allstate Shares other than the Transferred Shares.

(h) If at any time during the Offer Period and before you accept this Offer, you hold one or more parcels of Your Allstate Shares as trustee or nominee for, or otherwise on account of, another person within the meaning of section 653B of the Corporations Act, then in accordance with section 653B of the Corporations Act:

(i) this Offer will be deemed at that time to consist of separate corresponding Offers made to you in relation to the respective distinct parcels of Your Allstate Shares including any parcel that you hold in your own right;

(ii) an acceptance by you of any of those separate corresponding Offers is ineffective unless you have given to Bidder notice which:

(A) indicates that Your Allstate Shares consist of distinct parcels; and

(B) if it relates to Allstate Shares in a CHESS Holding, is in an electronic form approved by the ASTC Settlement Rules; or

(C) if it relates to Allstate Shares held in an Issuer Sponsored Holding, is in writing; and

(iii) you may at the one time accept two or more such corresponding Offers as if they were a single Offer in relation to a distinct parcel of Allstate Shares.

(a) You may accept this Offer at any time during the Offer Period, in the manner provided in this section 8.2.

(b) The manner in which you accept this Offer will depend on whether Your Allstate Shares are in an Issuer Sponsored Holding (see sections 8.2(d) - (f)) or in a CHESS Holding (see sections 8.2(g) - (i)).

(c) Subject to section 8.4(b), if some of Your Allstate Shares are in an Issuer Sponsored Holding, and some of Your Allstate Shares are in a CHESS Holding, your acceptance of this Offer will require separate action in relation to the separate portions of Your Allstate Shares.

Issuer Sponsored Holding

(d) If Your Allstate Shares are held in an Issuer Sponsored Holding, to accept this Offer you must complete and sign the accompanying Acceptance Form in accordance with the instructions on it and return it, together with any other documents required by those instructions, to:

By mail

Computershare Investor Services Pty Limited
Allstate Takeover Offer
GPO Box 52
Melbourne VIC 8060

OR

By delivery in person
Computershare Investor Services Pty Limited
Allstate Takeover Offer
Yarra Falls
452 Johnson Street
Abbotsford VIC 3067

so that it is received by Bidder before the end of the Offer Period. A reply paid envelope is enclosed for your convenience (not able to be used by overseas Allstate Shareholders).

(e) Acceptance will be deemed to have been effected when, subject to this section 8, the duly completed Acceptance Form has been received at one of the above addresses.

(f) For Issuer Sponsored Holdings only, if your Acceptance Form is returned by mail, it will be deemed to be received in time if the envelope in which it is sent is post-marked before the expiry of the Offer Period (even if it is received after that date).

CHESS Holding

(g) If Your Allstate Shares are held in a CHESS Holding, then acceptance of this Offer can only be made in accordance with the ASTC Settlement Rules by:

(i) instructing your Controlling Participant to initiate acceptance of this Offer in accordance with Rule 14.14 of the ASTC Settlement Rules before the end of the Offer Period;

(ii) subject to section 8.2(i), completing and signing the accompanying Acceptance Form in accordance with the instructions on it and returning it, together with any other documents required by those instructions, to one of the addresses listed in section 8.2(d); or

(iii) if you are a Participant, initiating acceptance of this Offer in accordance with Rule 14.14 of the ASTC Settlement Rules before the end of the Offer Period.

(h) Notwithstanding any other clause to the contrary, acceptance of this Offer in accordance with section 8.2(g)(i) or (ii) is not effective unless, prior to the end of the Offer Period, the Controlling Participant of the shareholding has initiated an acceptance of this Offer in accordance with Rule 14.14 of the ASTC Settlement Rules.

(i) If you choose to accept this Offer in the manner outlined in section 8.2(g)(ii), you:

(i) acknowledge that Bidder (or its agents or nominees) will merely forward your Acceptance Form to your Controlling Participant (the only person who can accept this Offer on your behalf) and that it is your responsibility to allow sufficient time for your Controlling Participant to initiate acceptance of this Offer;

(ii) acknowledge that Bidder (or its agents or nominees) is not responsible for any delays incurred by the process outlined in section 8.2(i)(i) or any losses whatsoever you incur by the fact that your acceptance is not processed before the end the Offer Period; and

(iii) agree to promptly give any further instructions or take any further actions necessary (and authorise Bidder to give any instructions and take any actions necessary) concerning Your Allstate Shares to your Controlling Participant to initiate acceptance of this Offer on your behalf in accordance with Rule 14.14 of the ASTC Settlement Rules prior to the end of the Offer Period.

Acceptance Forms

(a) You must comply with the directions on the Acceptance Form in order to lodge an effective acceptance of this Offer.

(b) Bidder may deem any Acceptance Form received by it before the end of the Offer Period to be a valid acceptance notwithstanding that any of the requirements for acceptance have not been complied with.

(c) No payment of consideration need be made until the required documents have been received and any outstanding requirements have been satisfied.

Effect of acceptance

By initiating acceptance of this Offer through CHESS, or signing and returning an Acceptance Form, you will have:

(a) accepted this Offer irrevocably in accordance with its terms and conditions in respect of all of Your Allstate Shares.

(b) if some of Your Allstate Shares are in an Issuer Sponsored Holding, and some of Your Allstate Shares are in a CHESS Holding, and your acceptance was made only in respect of one type of holding, agreed, on request from Bidder or its agents, to promptly take any actions necessary and have authorised Bidder to take any actions necessary concerning the unaccepted holding of Your Allstate Shares to ensure those shares are validly accepted in accordance with section 8.2 prior to the end of the Offer Period;

(c) agreed to transfer Your Allstate Shares to Bidder, subject to the Offer being declared free from the conditions set out in section 8.6 or such conditions being satisfied or waived;

(d) authorised Bidder (by any of its directors, secretaries, officers, employees and agents, jointly and severally) to complete on your behalf on the Acceptance Form (if applicable) correct details of Your Allstate Shares, fill in any blanks remaining on the Acceptance Form and rectify any error in or omission from the Acceptance Form as may be necessary to make it an effectual acceptance of this Offer or to enable registration of the transfer of Your Allstate Shares to Bidder;

(e) represented and warranted to Bidder that Your Allstate Shares will, both at the time of your acceptance of this Offer and at the time of registration of the transfer of Your Allstate Shares to Bidder, be fully paid up (except for any partly paid Allstate Shares in respect of which Offers are made) and free from Encumbrances, that you have full power and authority to sell Your Allstate Shares and that, upon transfer, Bidder will be the owner of Your Allstate Shares;

(f) represented and warranted to and agreed with Bidder that Your Allstate Shares will be acquired by Bidder with all Rights and that you will execute all instruments as Bidder may require for the purpose of vesting in it such Rights;

(g) irrevocably authorised and directed Allstate to pay to Bidder or to account to Bidder for all Rights, subject to any Rights received by Bidder being accounted for by Bidder to you if the Offer is withdrawn or the contract formed by your acceptance of this Offer is rendered void;

(h) except where Rights have been paid or accounted for under section 8.4(g), irrevocably authorised Bidder to offset from the consideration payable in respect of Your Allstate Shares the amount of all Rights or, where the Rights take a non-cash form, an amount equal to the value of those Rights (as reasonably assessed by Bidder);

(i) represented and warranted to Bidder that, unless you have provided notice in accordance with section 8.1(h)(ii), Your Allstate Shares do not consist of distinct parcels of Allstate Shares;

(j) irrevocably appointed Bidder and its directors, secretaries, officers, employees and agents from time to time, jointly and severally, from the time that this Offer or any contract resulting from acceptance of this Offer is or becomes unconditional, as your attorney in your name and on your behalf:

(i) to attend and exercise any voting rights attaching to Your Allstate Shares (including but not limited to demanding a poll for any vote) at any and all meetings of Allstate held from the time that this Offer or any contract resulting from your acceptance of this Offer is or becomes unconditional until Bidder is registered as the holder of Your Allstate Shares;

(ii) to execute and deliver all forms, transfers, assignments, notices and instruments relating to Your Allstate Shares (including instruments appointing a director of Bidder as a proxy in respect of Your Allstate Shares and any application to Allstate for a replacement certificate in respect of any certificate which has been lost or destroyed);

(iii) generally to exercise all your powers and Rights in relation to Your Allstate Shares including the power to requisition or join in requisitioning general meetings of Allstate in accordance with the constitution of Allstate or sections 249D, 249E or 249F of the Corporations Act and to consent to short notice of any general meetings of Allstate; and

(iv) to request Allstate to register in the name of Bidder (or its nominee) Your Allstate Shares which you hold on any register of Allstate,

and agreed that, in exercising the powers conferred by this power of attorney, Bidder or a director, secretary, officer, employee or agent of Bidder (as the case may be) will be entitled to act in the interests of Bidder as the beneficial owner and intended registered holder of Your Allstate Shares;

(k) irrevocably authorised Bidder, from the time this Offer or any contract resulting from acceptance of this Offer is or becomes unconditional or all conditions have been satisfied, to notify Allstate on your behalf that your address for the purpose of serving notices upon you in respect of Your Allstate Shares is the address of Bidder and that all such notices are to be marked care of Bidder and to direct Allstate to serve all notices and to send all correspondence, payments of dividends and other distributions, rights and entitlements, notifications of entitlements and other communications and documents of any kind in respect of Your Allstate Shares to Bidder at its address;

(l) in respect of any of Your Allstate Shares which are held in a CHESS Holding, irrevocably authorised and directed Bidder by its directors, secretaries, officers, employees and agents to:

(i) instruct your Controlling Participant to initiate acceptance of this Offer in respect of those Allstate Shares in accordance with the ASTC Settlement Rules; and

(ii) give any other instructions in relation to those Allstate Shares to your Controlling Participant on your behalf under the sponsorship agreement between you and the Controlling Participant, as determined by Bidder acting in its own interests as a beneficial owner and intended registered holder of Your Allstate Shares; and

(m) with effect from the date that this Offer or any contract resulting from acceptance of this Offer is declared free from all its conditions or such conditions are satisfied or waived, irrevocably authorised Bidder (or its agents or nominees) to do all things necessary to transfer Your Allstate Shares into the name of Bidder (including, if at the time of acceptance of this Offer some or all of Your Allstate Shares are in a CHESS Holding, to cause a message to be transmitted in accordance with Rule 14.17.1 of the ASTC Settlement Rules to transfer Your Allstate Shares to Bidder's Takeover Transferee Holding), regardless of whether Bidder has paid the consideration due to you under this Offer.

Payment for Allstate Shares acquired

(a) If you accept this Offer and your acceptance complies with section 8.2 or Bidder determines to treat your acceptance as valid, Bidder will pay you the Initial Consideration to which you are entitled by acceptance of this Offer by cheque in Australian currency. The cheque will be sent, at your risk, by prepaid ordinary mail or, if you have an overseas address, by prepaid airmail to the address on the Acceptance Form (or such other address notified in writing to Bidder before the cheque is sent).

(b) Subject to sections 8.5(c) and (d), Bidder will pay to you the Initial Consideration to which you are entitled on acceptance of this Offer on or before the earlier of:

(i) 21 days after the end of the Offer Period;

(ii) one month after the first day on which both the following apply:

(A) this Offer has been validly accepted by you; and

(B) the contract resulting from your acceptance of this Offer has become unconditional.

If the Deferred Consideration becomes payable, Bidder will pay to you the Deferred Consideration to which you are entitled upon the earlier of:

(iii) the date upon which payment of the Initial Consideration is payable; and

(iv) the date which is five Business Days after the date upon which the Deferred Consideration has become payable in accordance with the terms of the Offer.

(c) Where the Acceptance Form requires an additional document to be given with your acceptance (such as a power of attorney):

(i) if that document is given with your acceptance, Bidder will pay you the consideration to which you are entitled in accordance with section 8.5(b);

(ii) if that document is given after acceptance and before the end of the Offer Period while the Offer is subject to a defeating condition, Bidder will pay you the consideration to which you are entitled by the end of whichever of the following periods end earlier:

(A) 21 days after the end of the Offer Period; or

(B) one month after the contract resulting from acceptance of this Offer becomes unconditional;

(iii) if that document is given after acceptance and before the end of the Offer Period while the Offer is not subject to a defeating condition, Bidder will pay you the consideration to which you are entitled by the end of whichever of the following periods end earlier:

(A) 21 days after the end of the Offer Period; or

(B) one month after that document is given;

(iv) subject to section 8.5(c)(v), if that document is given after acceptance and after the end of the Offer Period, Bidder will pay you the consideration to which you are entitled within 21 days after that document is given; and

(v) if that document is not provided to Bidder within one month after the end of the Offer Period, Bidder may, in its sole discretion, rescind the contract resulting from your acceptance of the Offer.

(d) If, at the time of acceptance of this Offer, any authority or clearance of the Reserve Bank of Australia or of the Australian Taxation Office is required for you to receive any consideration under this Offer or you are resident in or a resident of a place to which, or you are a person to whom:

(i) the Banking (Foreign Exchange) Regulations 1959 (Cth);

(ii) Part 4 of the Charter of the United Nations Act 1945 (Cth);

(iii) the Charter of the United Nations (Terrorism and Dealings with Assets) Regulations 2002 (Cth);

(iv) the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or

(v) any other law of Australia that would make it unlawful for Bidder to provide consideration for Your Allstate Shares,

then acceptance of this Offer will not create or transfer to you any right (contractual or contingent) to receive the consideration specified in this Offer unless and until all requisite authorities or clearances have been obtained by Bidder.

(e) If Bidder is required by law to retain or withhold (and pay to a Public Authority) any amount of the consideration payable to you under this Offer, the retention or payment by Bidder of that amount in conjunction with payment of the remaining consideration payable to you in accordance with this section 8.5 will constitute full and proper payment of the consideration payable to you under this Offer.

Operation of conditions

(a) Until the expiration of the Offer Period, the condition set out in section 8.6 will be for the benefit of Bidder alone and may be relied upon only by Bidder.

(b) Subject to the Corporations Act, the condition contained in section 8.6 is a condition subsequent and will not prevent a contract to sell Your Allstate Shares arising from acceptance of this Offer, but any breach or non-fulfilment of such condition will entitle Bidder, by written notice, to rescind the contract resulting from acceptance of this Offer.

Breach or non-fulfilment of condition

If at the end of the Offer Period in respect of the condition contained in section 8.6:

(a) Bidder has not declared this Offer and all other Offers made by Bidder to be free from that condition; and

(b) that condition has not been fulfilled,

(c) return your Acceptance Form together with all documents forwarded by you (if any) to your address as shown in the Acceptance Form; and

(d) notify ASTC of the lapse of the Offers in accordance with Rule 14.19 of the ASTC Settlement Rules.

Broker commission

(a) Subject to the terms below, if the Offer becomes or is declared unconditional, Bidder will pay a commission (Commission) to market participants of ASX (Brokers) who initiate acceptances of the Offers (Acceptances) in respect of parcels of Allstate Shares held.

(b) The Commission payable in relation to any Acceptance will be 0.75% of the consideration payable by Bidder under the Offer as a result of that Acceptance. The maximum commission payable in respect of any acceptances by an Allstate Shareholder is a total of $750.

(c) Commissions will be payable in respect of Acceptances received at any time during the Offer Period.

(d) Commissions are payable to Brokers only and no part of the Commissions can be passed on or paid to Allstate Shareholders. Brokers are not entitled to receive any Commission in respect of any Allstate Shares in which they, or any associate, holds a Relevant Interest.

(e) An Acceptance by a Broker constitutes a representation that neither the Broker nor its associate is the accepting Allstate Shareholder and the fee will not be passed on or otherwise shared directly or indirectly with the accepting Allstate Shareholder.

(f) Any Commission liable to be paid in respect of any Acceptance, will be paid by Bidder after production of an Acceptance Form bearing the Broker's stamp or, in the case of CHESS Holdings, other written confirmation acceptable to Bidder that the Broker is the Controlling Participant who has initiated the Acceptance in relation to the parcel concerned. No Commission is payable in respect of Acceptances that are withdrawn.

(g) Bidder reserves the right to aggregate any Acceptances in determining the Commissions payable to any Broker if Bidder believes that holdings of Allstate Shares have been structured to take advantage of the commission. Bidder may in its discretion determine any disputes regarding whether a Commission is payable.

9

Authorisation

10

Interpretation

Construction

In this Bidder's Statement, unless the context requires otherwise:

(a) words importing the singular include the plural and vice versa and any gender includes the other gender;

(b) "includes" means includes without limitation;

(c) if a word or phrase is defined in the Corporations Act or the ASTC Settlement Rules, it bears the same meaning;

(d) if a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding definitions;

(e) all prices referred to in the Offer are inclusive of GST where applicable;

(f) a reference to:

(i) a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;

(ii) a person includes the legal personal representatives, successors and assigns of that person;

(iii) a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(iv) a right includes a benefit, remedy, direction or power;

(v) "$" or "cents" is a reference to the lawful currency of Australia; and

(vi) a section, subsection, paragraph or subparagraph is to a section, subsection, paragraph or subparagraph of this Bidder's Statement.

11

Glossary

The following defined terms are used throughout this Bidder's Statement, unless the contrary intention appears or the context requires otherwise:

Dated 24 May 2007

Signed for and on behalf of Bidder by Dr Denis Clarke, a director of Beaconsfield Gold who is authorised to sign this Bidder's Statement on behalf of Beaconsfield Gold pursuant to a resolution passed by the directors on 24 May 2007.


Dr Denis Clarke
Chairman