PRODIGY GOLD NL — AGM Information 2005

Oct 26, 2005

Tantalum Australia NL

ABN 58 009 127 020

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at

The Sutherland Room, City West Function Centre, 45 Plaistowe Mews, West Perth, Western Australia on 29^th November 2005 at 2.00 pm (WST)

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Corporate Directory

Directors	Mr Imants Kins (Managing Director) Mr Timothy King (Non-executive Chairman) Mr David Reynolds (Non-executive Director) Ms Sasya Ahmad (Non-executive Director)
Secretary	Mr Timothy King
Registered Office	24 Mumford Place Balcatta WA 6021 Telephone: 61 8 6241 1888 Facsimile: 61862411811 Website: www.tantalumaustralia.com Email: admin@tantalumaustralia.com
Auditor	Grant Thornton 256 St Georges Tce Perth WA 6001
Lawyers	Pullinger Readhead Lucas Level 2, Fortescue House 50 Kings Park Road West Perth WA 6005 Steinepreis Paganin Level 4, Next Building 16 Milligan Street
	Perth WA 6000
Share Registry	Security Transfer Registrars Pty Ltd Suite 1 / 770 Canning Highway Applecross WA 6153 Telephone: 61 8 9315 0933 Facsimile: 61 8 9315 2233
ASX Code	TAA

Notice of Annual General Meeting

The 2005 Annual General Meeting of members of Tantalum Australia NL (ABN 58 009 127 020) will be held at the Sutherland Room, City West Function Centre, 45 Plaistowe Mews, West Perth, Western Australia on 29^th November 2005 at 2.00 pm (WST).

Ordinary Business

Financial Statements and Reports $\blacktriangleleft$

Period 1st July 2004 to 30th June 2005

To receive and consider the Annual Financial Report, together with the Directors' and Auditor's Reports for the year ended 30^th June 2005.

$\overline{2}$ Resolution 1: Adoption of Remuneration Report

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

That, for all purposes, Shareholders adopt the Remuneration Report set out in the Directors' Report for the year ended 30th June 2005.

Please note that the vote on this resolution is advisory only, and does not bind the Directors or the Company.

$\overline{3}$ Resolution 2: Election of Director

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

That, for all purposes, Mr Timothy King who retires and offers himself for re-election, is re-elected as a Director.

Explanatory Statement

The Explanatory Statement accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of Annual General Meeting and Explanatory Statement.

Proxies

Please note that:

• a member of the Company entitled to attend and vote at the Annual General Meeting is $(a)$ entitled to appoint a proxy;
• a proxy need not be a member of the Company; and $(b)$
• a member of the Company entitled to cast two or more votes may appoint two proxies $(c)$ and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

"Snap-shot" Time

The Company may specify a time, not more than 48 hours before the meeting, at which a "snapshot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Company's Directors have determined that all shares of the Company that are quoted on ASX at 5.00 pm WST on 27^th November 2005 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative. An appointment of Corporate Representative form is enclosed if required.

By Order of the Board of Directors

Timothy J. King Company Secretary Tantalum Australia NL

24th October 2005

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's 2005 Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1 Financial Statements and Reports

The Annual Financial Report, Directors' Report and Auditor's Report for the Company for the year ended 30^th June 2005 will be laid before the meeting.

There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about those reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report.

In addition to taking questions at the meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• the preparation and content of the Auditor's Report;
• the conduct of the audit:
• accounting policies adopted by the Company in relation to the preparation of the financial statements: and
• the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the meeting date to Mr Timothy King at Tantalum Australia NL, 24 Mumford Place, Balcatta WA 6021.

$\overline{2}$ Resolution 1: Adoption of Remuneration Report

The Remuneration Report of the Company for the financial year ended 30 June 2005 is set out in the Director's Report on pages 10 to 12 of the Company's Annual Report.

The Remuneration Report sets out the Company's remuneration arrangements for the executive and non-executive Directors and executive employees of the Company.

A reasonable opportunity will be given for the discussion of the Remuneration Report at the meeting. Shareholders should note that the vote on this resolution is advisory only and does not bind the Company or the Directors.

$\overline{3}$ Resolution 2: Election of Director

In accordance with ASX Listing Rule 14.4 and clause 14.3 (Directors' retirement by rotation and filling of vacated offices) of the constitution of the Company, at every Annual General Meeting, one third of the Directors for the time being must retire from office and are eligible for re-election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement. The re-election of Mr Timothy King is sought for these purposes.

Mr King is a Chartered Accountant with over 20 years experience in corporate finance, accounting, management and taxation. Formerly a partner with a Perth accounting firm, Tim is a consultant to several listed and large unlisted companies. He is a director of the listed public companies Legend Corporation Limited, Sphere Investments Limited, and is Chairman of Reclaim Industries Ltd, as well as being a director of the unlisted company Bali Hai Cruises Pty Ltd. In addition, Tim is President of SIDS and Kids Western Australia, a director and treasurer of the National SIDS Council of Australia Ltd, and is Chairman of The Rehabilitation Foundation. Tim is a member of the Institute of Chartered Accountants in Australia, the Securities Institute of Australia, the Institute of Company Directors, and the Taxation Institute of Australia.

$\overline{\mathbf{4}}$ Glossary

In the Notice of Annual General Meeting and this Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

ASX	Australian Stock Exchange.
Company	Tantalum Australia NL ABN 58 009 127 020.
Corporations Act	Corporations Act 2001 (Cth).
Director	Director of the Company.
Shareholder	Shareholder of the Company.

Tantalum Australia NL ABN 58 009 127 020

Proxy Form

Shareholder Details

Name:
Address:
Contact Telephone No:
Contact Name (if different from above):

Appointment of Proxy

I/We being a shareholder/s of Tantalum Australia NL and entitled to attend and vote hereby appoint

The Chairman of the meeting		Write here the name of the person you are I appointing if this person is someone other
(mark with an $'X'$ )		I than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Tantalum Australia NL to be held at the Sutherland Room, City West Function Centre, 45 Plaistowe Mews, West Perth, WA 6005 on 29^th November 2005 at 2.00 pm (WST), and at any adjournment of that meeting.

IMPORTANT

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote, please place a mark in this box with an 'X'. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

Voting directions to your proxy – please mark $\vert\angle\vert$ to indicate your directions
Ordinary Business		For	Against	Abstain *
Resolution 1.	Adoption of Remuneration Report
Resolution 2.	Election of Director
	Re-election of Mr Timothy King

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions overleaf)

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1

Shareholder₂

Shareholder 3

Sole Director and Sole Company Secretary Director

Director/Company Secretary

$\frac{1}{2}$

How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement and the company's share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning either Mr Timothy King on 08 6241 1888 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate is either included in the Notice of Annual General Meeting or may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting, i.e. no later than 2.00 pm (WST) on 27th November 2005. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the company's registered office at 24 Mumford Place, Balcatta, WA 6021 or sent by facsimile to the registered office on 08 6241 1811.

Shareholder Details

This is to certify that by a resolution of the Directors of:

	Insert name of shareholder company
the Company has appointed:
	Insert name of corporate representative
meeting/all meetings of the members of Tantalum Australia NL.	in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the meeting of the members of Tantalum Australia NL to be held on 29th November 2005 and at any adjournments of that
DATED
Please sign here
Executed by the Company
in accordance with its constituent documents
Signed by authorised representative	Signed by authorised representative
Name of authorised representative (print)	Name of authorised representative (print)
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Position of authorised representative (print)	********* Position of authorised representative (print)

Instructions for Completion

• $\bar{1}$ Insert name of appointor company and the name or position of the appointee (eg "John Smith" or "each director of the company").
• $\overline{2}$ . Execute the Certificate following the procedure required by your Constitution or other constituent documents.
• Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company. $3.$
• $\overline{4}$ . Insert the date of execution where indicated.
• $5.$ Send or deliver the Certificate to Tantalum Australia NL's registered office at 24 Mumford Place Balcatta WA 6021 or fax the Certificate to the registered office at 08 6241 1811.