Notice of EGM

RNS Number:7536Y
Ballarat Goldfields N.L.
22 February 2006

BALLARAT GOLDFIELDS NL
ASX and Media release: 22 February 2006

                                General Meeting

Ballarat Goldfields NL (BGF) is to hold a General Meeting on Monday 27 March
2006. The purpose of the meeting relates to BGF's obligation, under its loan
facility with Investec Bank (Australia) Limited, to maintain sufficient capacity
to enable Investec to convert part or all of its existing loan to BGF into fully
paid ordinary shares, should it wish to do so.

On 21 February 2006, BGF issued 1,855,999 shares to Investec following a loan
conversion request. This effectively used up the balance of BGF's current
issuance capacity, under ASX Listing Rules, following the placement of
150,000,000 fully paid ordinary shares on 28 November 2005.

Approving the resolution, which ratifies the placement in November 2005, will
"refresh" BGF's issuance capacity enabling BGF to comply with any future
conversion requests for part, or all, of the balance of the loan facility of
$5,536,000.25.

Further details are contained in the Notice of Meeting and Explanatory Notes.

For further information on Ballarat Goldfields NL, please visit our website
www.ballarat-goldfields.com.au or contact Joel Forwood, Manager Corporate and
Markets, on 03 5327 1111.






Notice of General Meeting

Notice is hereby given that a General Meeting of the members of Ballarat
Goldfields NL ('the Company') will be held at Ballarat Lodge, 613 Main Road,
Ballarat, at 10.00 am on Monday 27 March 2006.

BUSINESS

RESOLUTION 1 Approval of Previous Share Issue

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

"That for the purposes of ASX Listing Rule 7.4, the Company approves the
previous issue of 150,000,000 fully paid ordinary shares at 30 cents to the
persons and on the terms set out in the Explanatory Notes."

By Order of the Board

Amber Rivamonte
Secretary
22 February 2006



VOTING EXCLUSIONS

In relation to the resolution, the Chairman will disregard any votes cast on the
resolution by or on behalf of the persons who participated in the issue and an
associate of such persons when determining the result of the resolution except
where:

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


PROXY NOTES

1. For the purpose of the meeting the Company has determined
that securities will be taken to be held by the persons registered as holders as
at 7.00 pm on Thursday 23 March 2006. Accordingly, transactions registered after
that time will be disregarded in determining entitlements to attend and vote at
the meeting.

2. A member entitled to attend and vote at a meeting is
entitled to appoint not more than two proxies to attend and vote on his/her
behalf. Where more than one proxy is appointed, such proxy must be allocated a
proportion of the Member's voting rights. A proxy duly appointed need not be a
member. The proxy form and any documents necessary to show the validity of the
form must be lodged with the Company's Share Registry by 10:00 am on 25 March
2006, being not less than 48 hours before the appointed time of the Meeting. Any
proxy lodged after that time will be treated as invalid.

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

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

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

(c) has appointed an attorney;
and such proxy, corporate representative or attorney attends the relevant
meeting, then such corporate shareholders will be unable to exercise any votes
at the relevant meeting.

EXPLANATORY NOTES

Resolution 1: - Approval of Previous Share Issue

The ASX Listing Rules restrict the number of securities which a listed entity
may issue in any 12 month period, without the approval of shareholders, to 15%
of the number of securities on issue at the start of the period, subject to
certain adjustments and permitted exceptions. As announced to ASX on 28 November
2005, BGF issued 150,000,000 fully paid ordinary shares at 30 cents per share,
to institutional clients to whom no prospectus was required to be provided by
RBC Capital Markets (acting as global co-ordinator), Numis Securities Limited
and Haywood Securities Inc, raising A$45 million before costs. This largely
utilised all of the Company's issuance capacity. The funds were raised in order
to be applied to exploration and feasibility of the Ballarat South, Berringa and
Ballarat West projects, bringing forward the Ballarat East project, and general
working capital purposes.

While the Company has no present intention to issue additional securities to
investors, it has an obligation under its loan agreement with Investec Bank
(Australia) Limited to maintain sufficient capacity in order for it to convert
part or all of its existing loan facility into Company shares, should it wish to
do so. On the day before this notice of meeting, the Company issued 1,855,999
shares to Investec to the limit of the Company's issuance capacity in response
to Investec's conversion request. Approval of the resolution would allow the
Company to comply with any further Investec conversion request for the balance
of the $5,536,000.25 loan facility and interest thereon.

An example proxy form is available from the company website:
www.ballarat-goldfields.com.au

END




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