QUARTERLY REPORT July – September 2004

Summary

Project implementation activities are on track with the objective of producing gold by the end of 2005

Underground exploration drilling defined extensions to the ore-bodies targeted for stage one production

Finalised the raising of $115 million through the:

• Settlement of all bids in the global institutional placement to raise A$100 million, and
• Successful completion of the Share Purchase Plan to raise A$15 million.

Appointed Mr Bryan Davis as non-executive Chairman to take over from Mr Peter Philip who is retiring.

Appointed Mr Peter McCarthy as a non-executive director.

PROJECT DEVELOPMENT

A large number of activities are underway to achieve the objective of producing gold by the end of 2005 and progress is according to plan.

Work commenced underground using a contractor to place permanent ground support in the decline in preparation for recommencement of underground development.

Considerable progress was made with the detailed design and scheduling of planned underground works.

The pilot plant flotation trials were completed during September and yielded valuable information for design of the Carshalton plant. Ausenco Limited was appointed as engineers for the design of the processing plant and various optimisation activities are underway. Negotiations are ongoing for the award of a contract to construct the plant.

The pumping of water from the old mine workings continued throughout the quarter, with water being sent to the Woodvale evaporation ponds. Ongoing trials of the water treatment plant gave encouraging results, and it is anticipated that treated water will be pumped to Lake Neangar during the next quarter.

Several senior appointments were made to enable underground development and exploration to proceed.

EXPLORATION

Underground diamond drilling during the quarter defined incremental extensions to the ore-bodies targeted for stage one production. A total of 1,450 metres were drilled during the quarter and the drilling program is planned to expand next quarter.

PERMITTING

The State Government Planning Minister has recommended that the company’s proposal to expand the mine site at Carshalton be approved subject to detailed provisions for monitoring and amelioration of the local environmental impacts.

CORPORATE

Funding

During the quarter the Company completed a $115 million fundraising. Settlement was received for all the bids made under the $100 million global placement and the Share Purchase Plan (SPP) to raise A$15 million was successfully completed. 20.8 million shares were issued under the SPP at 72 cents each. Some 5 million shares  were taken up by shareholders and the underwriters to the SPP subscribed for the remaining 15.8 million shares.

Substantial Shareholders

After the fund raising the holdings of the substantial shareholders of the Company, as at the date of this report, are:

• APS Asset Management 16.9%
• Harmony Gold Mining Company 11.6%
• Merrill Lynch Investment Managers 9.8%
• General Oriental Investments 8.2%

Board of Directors

The Board announced that Mr Bryan Davis had been appointed as non-executive chairman of Bendigo Mining with effect from 1 September 2004.

Mr Davis is a mining engineer with more than 40 years experience in the industry. He is a former executive director of Pasminco Limited and currently a non-executive director of Newcrest Limited and Coal & Allied Industries Limited. Mr Davis is also the nonexecutive chairman of Indophil Resources N.L.

Mr Peter Philip, the outgoing chairman, indicated that after a long association with the mining industry he is retiring from corporate life and from the Board at the next Annual General Meeting.

Mr Peter McCarthy was appointed a non-executive director of Bendigo Mining with effect from 1 September 2004.

Mr McCarthy is the Managing Director of AMC Consultants, the consultancy group that prepared the Feasibility Study for the New Bendigo Gold Project. He is a mining engineer with 35 years experience in the industry and has specific expertise in underground mining and project evaluation.