TANAMI GOLD NL — AGM Information 2003

Dec 3, 2003

2004

NOTICE OF GENERAL MEETING

To be held on Monday, 5 January 2004

and

EXPLANATORY MEMORANDUM TO ACCOMPANY NOTICE OF GENERAL MEETING

and

PROXY FORM

NOTICE OF GENERAL MEETING

A General Meeting of Tanami Gold NL (the "Company") will be held on Monday, 5 January 2004 at 42 Churchill Avenue, Subiaco, Western Australia, commencing at 8.30 a.m.

AGBADA T

General Business:

1. Approval of issue of shares - acquisition of Western Tanami Project

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

"That, for the purposes of Rule 7.1 of the Listing Rules of the Australian Stock Exchange Limited ("ASX") and all other purposes, the Company be authorised to issue and allot to AngloGold Australia Limited (or its nominee), 25,000,000 fully paid ordinary shares in the capital of the Company as part consideration for the Western Tanami Project acquisition more particularly described in the Explanatory Memorandum that forms part of this Notice."

Voting Exclusion

For the purposes of ASX Listing Rule 7.3, the Company will disregard any votes cast on this resolution by AngloGold Australia Limited, and any of its associates. However, the Company need not disregard a vote if:

• it is cast by that person (excluded from voting) as proxy, appointed in writing for a person who is entitled to $(a)$ vote, in accordance with the directions on the proxy form and is not cast on behalf of a person (excluded from voting) or their associates; or
• it is cast by a person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with $(b)$ a direction on the proxy form to vote as the proxy decides.

NOTES:

• 1. A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the member. A proxy need not be a member of the Company, but must be a natural person (not a corporation). A proxy may also be appointed by reference to an office held by the proxy (eg "the Company Secretary").
• $2.$ Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the member's voting rights. If no such proportion is specified, each proxy may exercise half of the member's votes.
• 1. A proxy form is enclosed. A separate form must be used for each proxy. An additional form can be obtained by writing to the Company at 42 Churchill Avenue, Subiaco, Western Australia or by fax to (61 8) 9381 2747. Alternatively, you may photocopy the enclosed form.
• A duly completed proxy form and (where applicable) any power of attorney or a certified copy of $4.$ the power of attorney must be received by the Company at its registered office not less than 48 hours before the time for commencement of the meeting. Please send by post to PO Box 1604, Subiaco, Western Australia 6904 or by fax to (618) 9381 2747.
• The Company will accept proxy appointments by a corporate member executed in accordance with 5. either section 127(1) (not under seal) or section 127(2) (under seal) of the Corporations Act 2001.
• In accordance with Regulation 7.11.37 of the Corporations Act the Directors have set a date to 6. determine the identity of those entitled to attend and vote at the meeting. This date is 11.00 am, 3 January 2004.
• 1. The Explanatory Memorandum attached to this Notice forms part of this Notice.

BY ORDER OF THE BOARD

K Hogg Company Secretary 3 December 2003

EXPLANATORY MEMORANDUM ENTERTAINMENT

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders in Tanami Gold NL ("Company" or "Tanami Gold") in connection with the general meeting to be held on 5 January 2004 at 8:30 a.m WST.

The Company seeks approval for the allotment of 25,000,000 Shares as part consideration for the acquisition of the Western Tanami Project from AngloGold.

BACKGROUND INFORMATION - ACQUISITION OF WESTERN TANAMI PROJECT 2.

The Company recently announced that it was the successful bidder of AngloGold's Western Tanami Project, which hosts the high quality Coyote gold deposit (taking the Company's total resources in the Western Tanami to 572,000 ounces of gold). In addition to the Coyote gold deposit, the Project comprises a number of exploration licences and applications together with an established exploration camp and associated equipment.

The Directors are strongly of the view that there is significant potential to add to the Coyote resource given the presence of high grade intersections, particularly at depth. In addition, numerous ore grade intersections returned at prospects outside the resource provide immediate drill targets which could lead to additional ounces.

Importantly, strong synergy is achieved through combining the Western Tanami Project resources and tenements with Tanami Gold's existing resources at Larranganni and its large tenement holdings in the Tanami-Arunta Province. The combined Coyote and Larranganni resources provide a strong base for Tanami Gold to commence gold production in the Tanami.

Cash flow from operations will also enable Tanami Gold to further explore depth extensions to identified resources, continue regional exploration and contribute to its joint ventures with Barrick Gold Corporation and Newmont Mining Corporation.

AngloGold has demonstrated strong support for Tanami Gold's acquisition of the Western Tanami Project through electing to take part of the consideration for the sale in Tanami Gold shares rather than cash. AngloGold will voluntarily escrow its Tanami Gold shares for a minimum twelve month period following settlement in January 2004. AngloGold will become Tanami Gold's largest shareholder with 11.6% of the Company's issued ordinary shares following settlement.

Based on the Indicated Resource classification of the Coyote and Larranganni resources as estimated by Tanami Gold (see below), the Company will immediately commence a bankable feasibility study leading to the development of the Coyote Project.

Project		Indicated			Inferred			Total
			Ounces			Ounces			Ounces
	Tonnes	Grade	Au	Tonnes	Grade	Au	Tonnes	Grade	Au
Coyote	2,240,000	5.4	389,000	130,000	5.5	23,000	2,370,000	5.4	412,000
Kookaburra	1,010,000	2.5	81,000	60,000	3.4	7.000	1,070,000	2.5	88,000
Sandpiper	500,000	3.4	53,000	140,000	4.0	18,000	630,000	3.5	72,000
Total	3,750,000	4.4	523,000	330,000	4.5	48,000	4,070,000	4.4	572,000

TANAMI GOLD NL MINERAL RESOURCE SUMMARY *

* This information, so far as it pertains to Ore Reserves or Identified Mineral Resources is based on and accurately reflects, information compiled by members of the Australasian Institute of Mining and Metallurgy and/or the Australian Institute of Geoscientists, each of whom has had at least five years relevant experience in relation to the mineralisation being reported on to qualify as a Competent Person as defined in the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves.

The terms of the Western Tanami Project acquisition are set out below.

Tanami Gold shall pay AngloGold consideration comprised of the following:

• a non-refundable deposit of A\$250,000;
• A\$3.75 million on the completion date, which will be on or before 16 January 2004 ("Completion Date");
• the issue to AngloGold (or its nominee) of 25 million fully paid ordinary shares in Tanami Gold, at an issue price of \$0.20 on the Completion Date;
• A\$5.0 million, which payment shall be made within 120 days of the Completion Date; and
• the payment of a royalty as follows:
• for production of between 300 001 and 400 000 ounces of Produced Gold, Tanami Gold $(i)$ will pay a royalty of A\$15.00 per ounce of Produced Gold;
• $(ii)$ for production of Produced Gold from 400 001 ounces to 500 000 ounces, Tanami Gold will pay a royalty of A\$10.00 per ounce of Produced Gold; and
• for production of Produced Gold from 500 001 ounces to 1 million ounces, Tanami Gold $(iii)$ will pay a royalty of A\$5.00 per ounce of Produced Gold. The royalty payment is capped at 1 million ounces of Produced Gold.

For the purposes of this royalty obligation, "Produced Gold" means

• In the event a new Coyote/Larranganni mill is built ("New Mill"), all gold milled by that mill $(i)$ and attributable to Tanami Gold, together with any gold produced from ore mined from any of the tenements in the Western Tanami Project ("Western Tanami Project Gold"), irrespective of where the same is milled (in the event that any Western Tanami Project Gold is not milled in the New Mill); and
• In the event the New Mill is not built, any gold produced from ore mined from any tenements in $(ii)$ the Western Australian Tanami region and attributable to Tanami Gold.

RESOLUTION 1 - APPROVAL OF ISSUE OF SHARES 3.

Subject to certain exceptions, ASX Listing Rule 7.1 prohibits a company from issuing securities without shareholder approval in any 12 month period where the number of securities issued would exceed 15% of the number of fully paid ordinary securities in the company 12 months prior to the proposed issue.

Whilst the proposed issue of 25,000,000 Shares the subject of Resolution 1 would not of itself exceed 15% of the Company's issued capital, if the proposed issue is not approved by shareholders then the ability of the Company to make or agree to make new issues of securities, whether to raise further working capital or to fund other project acquisitions, would be restricted.

Shareholder approval is therefore sought pursuant to Resolution 1 and in accordance with ASX Listing Rule 7.3 to refresh the Company's ability to issue securities within the 15% limit.

Listing Rule 7.3 sets out the information required to be disclosed to shareholders when seeking this approval. The information set out below is intended to satisfy this requirement:

• The maximum number of securities to be issued is 25,000,000 Shares. $(a)$
• $(b)$ The Shares will be issued on or before 16 January 2004, and in any event no later than 3 months after the date of the meeting.
• $(c)$ The Shares will be issued at an issue price of 20 cents each.
• $(d)$ The Shares will be issued and allotted to AngloGold Australia Limited (or its nominee).
• $(e)$ The Shares will rank equally in all respects with the existing Shares.
• $(f)$ The share allotment is in part satisfaction of the consideration payable to AngloGold for the acquisition of the Western Tanami Project. Accordingly, no funds will be raised from the issue of Shares.

Directors' Recommendation

The Board believes that refreshing the Company's ability to issue shares within the 15% limit is in the best interests of the Company, thereby maintaining its flexibility to make placements of securities without seeking Shareholder approval if the need or opportunity arises. Accordingly, the Board recommends Shareholders vote in favour of the Resolution.

$\bf{4}$ GLOSSARY

AngloGold	AngloGold Australia Limited (ACN 008 737 424)
ASX.	Australian Stock Exchange.
Board	board of Directors.
Company	Tanami Gold NL (ABN 51 000 617 176)
Constitution	constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth).
Director	director of the Company.
Listing Rules	ASX Listing Rules.
Share	fully paid ordinary share in the capital of the Company.
Shareholder	holder of a Share.

FIGURE

PROXY FORM

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, (Name of member/s)
οt ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
.

(Address of member/s)

Appointment of Proxy

I/We being a member/s of Tanami Gold NL and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an 'X')	Write here the name of the person you are I appointing if this person is someone other
	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 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 General Meeting of Tanami Gold NL to be held on Monday, 5 January 2004 at 42 Churchill Avenue, Subiaco, Western Australia, commencing at 8.30 am and at any adjournment of that meeting.

Important: for item 1 below

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 on Item 1 below, please place a mark in this box. 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 item and that votes cast by him, other than as 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 Item 1 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

Voting directions to your proxy - please mark $\boxtimes$ to indicate your directions

AGAINST	ABSTAIN*

* If you mark the Abstain box for a particular item, 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.

Please sign here

THIS SECTION MUST BE SIGNED IN ACCORDANCE WITH THE INSTRUCTIONS OVERLEAF TO ENABLE YOUR DIRECTIONS TO BE IMPLEMENTED.

FOR

Individual or Securityholder 1

Securityholder 2

Individual/Sole Director and Sole Company Secretary

Director

Securityholder 3

Director/ Company Secretary

Contact Name

Contact Daytime Telephone No.

Date

HOW TO COMPLETE THE PROXY FORM

1. 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.

$\overline{2}$ . Votes on Items of Business

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

Appointment of a Second Proxy $3₁$

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 the Company's share registry or you may copy this form.

To appoint a second proxy you must:

• indicate that you wish to appoint a second proxy on the form overleaf; $(a)$
• on each of the first Proxy Form and the second Proxy Form, state the percentage of your $(b)$ voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
• return both forms together in the same envelope. $(c)$

4. 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 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 the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

5. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 8:30am on Monday 5 January 2004. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery or facsimile to Tanami Gold NL:-

42 Churchill Avenue PO Box 1604 SUBIACO Western Australia 6008 SUBIACO Western Australia 6904

Fax: (61-8) 9381 2747