Rule 8.3 - PALADIN RESOURCES

FORM 8.3

DEALINGS BY PERSONS WHO OWN OR CONTROL 1% OR MORE OF ANY CLASS OF RELEVANT SECURITY
(Rule 8.3 of The City Code on Takeovers and Mergers)

Name of purchaser/vendor *                         BARCLAYS PLC
Company dealt in                                   PALADIN RESOURCES
Relevant security dealt in                         ORD GBP 0. 10
If a connected EFM, name of offeree/offeror with
which connected
If a connected EFM, nature of connection #

Date of dealing                                    20 OCTOBER 2005

DEALINGS †

Amount bought                               Price per unit  (currency must be stated)
31,051                                      3.4538
52,719                                      3.5053

Amount sold                                 Price per unit (currency must be stated)
1,461,867                                   3.5024
436,781                                     3.4989


Resultant total amount and percentage of the
same relevant security owned or controlled  41,841,032 (12.20%)


IS A SUPPLEMENTAL FORM 8 (DERIVATIVE)/FORM 8 (OPTION) ATTACHED? YES

Date of disclosure   21 OCTOBER 2005
Contact name         BARCLAYS CORPORATE SECRETARIAT
Telephone number     0207 116 2913

* Specify the owner or controller in addition to the person dealing. The naming of nominees or vehicle companies is
insufficient.

In the case of disclosure of dealings by fund managers on behalf of discretionary clients, the clients need not be
named.

# See the definition of "connected fund managers and principal traders" in the Definitions Section of the Code.

† If disclosing dealings/holdings in derivatives or options, please attach Supplemental Form 8 (Derivative) or
Supplemental

Form 8 (Option), as appropriate.

For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (DERIVATIVE)

DEALINGS/HOLDINGS IN DERIVATIVES
(This form should be attached to Form 8.1, Form 8.1(b)(ii), Form 8.2 or Form 8.3, as appropriate)

Description of all derivative products       CFD - A purchaser of a CFD will realise
disclosed on this form                       a gain if the price of the underlying security
                                             goes up. A seller of a CFD will realise a gain
                                             if the price of the underlying security goes down.
                                             The CFD contracts are open ended and there is no
                                             rollover into new contracts.


Full details of any agreement, arrangement   None
or understanding between the person
disclosing and any other person relating
to the voting rights or future acquisition
or disposal of any relevant securities to
which any derivative referred to on this
form is referenced. If none, this should
be stated.


WRITING/ENTERING INTO A DERIVATIVE

Product name   Transaction    Writing/        Number of        Reference price   Maturity date
eg long CFD    date           entering into   securities       (currency
                              (indicate as    to which the     must be stated)
                              applicable)     derivative
                                              is referenced
Long CFD       20/10/2005     Written         436,781          3.4989
Short CFD      20/10/2005     Written         31,051           3.4538
Short CFD      20/10/2005     Written         52,719           3.5053
Short CFD      20/10/2005     Entered into    460,308          3.5024
Short CFD      20/10/2005     Entered into    1,132,484        3.5024
Short CFD      20/10/2005     Entered into    1,001,559        3.5024
Short CFD      20/10/2005     Entered into    436,781          3.4989

CLOSING OUT A DERIVATIVE

Product name   Transaction    Number of        Reference price   Closing out price
eg long CFD    date           securities       (currency         (currency must be
                              to which the     must be stated)   stated)