Notice of General Meeting

Centamin Egypt Limited
07 March 2007

                                        
                             Centamin Egypt Limited
                                        
                            Notice of General Meeting

Notice of General Meeting 10 April 2007 - Toronto Stock Exchange Listing ('TSX')

I am pleased to be able to inform you of the next significant and exciting
growth phase of Centamin Egypt Limited as we progress toward developing Egypt's
first modern era gold mine.

In the December 2006 Quarterly Report, we reported that we were working towards
a full TSX listing, following a series of highly successful investor
presentations in New York, Boston and Toronto.

Your Board believes that the North American capital markets will embrace the
advanced stage exploration and development activities of a project the size of
Sukari and, as such, the TSX listing should add value for all shareholders. The
TSX is the largest stock exchange in the world for trading mineral resource
securities. The TSX listing will expose your company to a larger investor market
with a history of supporting and financing gold projects and companies.

The listing will be achieved through a public share offering in Canada under a
Prospectus filed with the Ontario Securities Commission (the 'Offering').
Subject to applicable laws and regulations, the offering will be on a placing
basis to clients of Westwind Partners Inc in the UK, Europe and the USA. The
preliminary prospectus has been filed with the Ontario Securities Commission.
The Offer will not be made to persons resident in Australia and offers received
in Australia will not be capable of acceptance.

Attached to this letter is a Notice of Meeting. I strongly recommend all
shareholders read the Notice of Meeting carefully. The resolution to be put to
the Meeting asks for shareholders to approve the issue of up to 100 million new
ordinary fully paid shares in the Company. The shares will form the basis of the
TSX Offering. The final pricing of the Offering will be determined by the
Directors before the lodgment of the final prospectus. Pricing will also follow
a series of broker presentations and marketing activities during March.

The Board of Directors unanimously recommend that you vote in favour of the
resolution.

Yours sincerely

For Centamin Egypt Limited

Sami El-Raghy
Chairman


          -----------------------------------------------------------


                          Notice of General Meeting


NOTICE is hereby given that a General Meeting of Shareholders of Centamin Egypt
                            Limited (the 'Company')

  will be held at 1st Floor, Rowing WA, The Esplanade, Mount Pleasant, Western
                                   Australia

  on Tuesday, the 10th of April 2007 commencing at 11.00 am (Australian WST).


AGENDA


1. Allotment and Issue of Shares


To consider, and if thought fit, to pass the following ordinary resolution:

'That for the purposes of ASX Listing Rule 7.1 and for all other purposes,
approval is given for the Company to allot and issue up to 100,000,000 Shares at
an issue price to be determined by the Directors being not less than a minimum
issue price of the Canadian dollar equivalent of A$0.90, the Canadian dollar
equivalent being calculated at the nominal noon spot rate quoted by the Bank of
Canada at the date on which the pricing is determined. The Company intends to
use the funds raised from the issue of the Shares to partially fund the
Company's Sukari Gold Project, to fund regional exploration programmes in Egypt
and working capital and general corporate expenses, including costs of the
issue.

Short Explanation: Under Listing Rule 7.1, the Company may issue up to 15% of
its ordinary share capital in any 12 month rolling period without shareholder
approval. By obtaining the prior approval of shareholders for the issue of
securities proposed under this resolution, the Company retains the flexibility
to make future issues of securities up to that threshold. Please refer to the
Explanatory Notes for details.

The shares will be issued not later than three months after the date of the
General Meeting at which the issue is approved (or such later date permitted by
any ASX waiver or modification of the ASX Listing Rules).

Voting Exclusion: The Company will disregard any votes cast on this resolution
by any person who may participate in the proposed issue and a person who may
obtain a benefit, except a benefit solely in the capacity of a security holder
and any associates of those persons.


2. Other Business

To transact any other business which may be brought forward in conformity with
the Company's Constitution.


NOTES


Members entitled to attend and vote at the meeting

For the purposes of the meeting and in accordance with regulation 7.11.37 of the
Corporations Regulations 2001, it has been determined that the members entitled
to attend and vote at the meeting shall be those persons who are recorded in the
registers of members at 4.00 pm (Australian WST) on Sunday, the 8th of April
2007 (UK, 8.00 am GMT, Sunday, the 8th of April 2007). Accordingly, share
transfers registered after that time will be disregarded in determining
entitlements to attend and vote at the meeting.


Proxies

Each shareholder is entitled to appoint a proxy. The proxy does not need to be a
member of the Company. A shareholder that is entitled to cast two or more votes
may appoint two proxies and may specify the proportion or number of votes each
proxy is appointed to exercise. If a shareholder appoints two proxies, each
proxy may exercise half of the shareholder's votes if no proportion or number of
votes is specified.

A Proxy Form accompanies this Notice and to be effective, duly completed proxy
forms, together with any relevant power of attorney, must be received by the
Company by no later than 11.00 am (Australian WST), Sunday, the 8th of April
2007 (UK, no later than 3.00 am GMT, Sunday, the 8th of April 2007). Please
direct proxy forms and any relevant power of attorney to:

Australian Register                  or  United Kingdom Register
The Company Secretary                    The Company Secretary
Centamin Egypt Limited                   Centamin Egypt Limited
c/- Advanced Share Registry Services     c/- Computershare Investor Services Plc
110 Stirling Highway                     PO Box 1075, The Pavilions
Nedlands, Western Australia              6909 Bridgwater Road, Bristol BS99 3EA
Facsimile: + 61 8 9389 7871              Facsimile: + 44 870 703 6109


Corporate Representatives

Any corporate representative wishing to appoint a person to act as its
representative at the meeting may do so by providing that person with:

(a)  a letter or certificate, executed in accordance with the corporate
     shareholder's constitution, authorising that person as the corporate
     shareholder's representative at the meeting; or

(b)  a copy of the resolution appointing the person as the corporate
     shareholder's representative at the meeting, certified by a secretary or
     director of the corporate shareholder.


By Order of the Board

H Brown
Company Secretary
Perth, 06 March 2007


EXPLANATORY NOTES TO SHAREHOLDERS


1. Allotment and Issue of Shares

ASX Listing Rule 7.1 provides that a company must not, subject to certain
exceptions, issue during any 12 month period any equity securities or other
securities with rights of conversion to equity (such as an option) if the number
of those securities exceeds 15% of the total ordinary securities on issue at the
commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of
this 15% threshold is where the issue has the prior approval of shareholders in
a general meeting.

The Company is seeking approval under this Listing Rule for the proposed offer
of up to 100,000,000 Shares to allow this number of securities not to be
included in the calculation under ASX Listing Rule 7.1. This will enable the
Company to have the flexibility to issue equity securities in the future up to
the 15% threshold without the requirement to obtain Shareholder approval.

The Shares are to be issued outside Australia and will be offered pursuant to a
prospectus filed with the Ontario Securities Commission which will achieve
listing of the Company on the Toronto Stock Exchange (TSX).

ASX Listing Rule 7.3 requires that the following information be provided to
Shareholders when seeking an approval for the purposes of ASX Listing Rule 7.1:-
     
a)   the maximum number of securities to be issued is 100,000,000 Shares;

b)   the Shares will be issued at a minimum price being the Canadian dollar
     equivalent of A$0.90, the Canadian dollar equivalent being calculated at 
     the nominal noon spot rate quoted by the Bank of Canada at the pricing 
     date;

c)   the Shares will be issued no later than three (3) months after the date of
     General Meeting (or such later date to the extent permitted by any ASX 
     waiver or modification of the ASX Listing Rules);

d)   the Shares will rank equally with the Company's current issued shares;

e)   it is intended that allotment of the Shares will occur on one date;

f)   the Shares will be offered outside Australia to the public in the provinces
     of Canada other than Quebec, and by placement to clients of Westwind 
     Partners Inc in North America and, subject to applicable laws, in the UK 
     and Europe; offers received in Australia will not be capable of acceptance; 
     and

g)   the Company intends to use the funds raised from the issue of the Shares to
     partially fund the Company's Sukari Gold Project, to fund regional 
     exploration programmes in Egypt and working capital and general corporate 
     expenses, including costs of the issue.


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