TANAMI GOLD NL — AGM Information 2007

Oct 22, 2007

TANAMI GOLD NL

23 October 2007

The Manager Company Announcements office ASX Limited PO Box H224 Australia Square SYDNEY NSW 2000

Dear Sir

NOTICE OF MEETING

Please find attached Notice of Annual General Meeting to be held on Friday, 23 November 2007.

Yours faithfully Tanami Gold NL

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Denis Waddell Executive Chairman

Level 4, 50 Colin Street, West Perth, Western Australia, 6005 � P.O. Box 1892, West Perth, Western Australia, 6872 Tel: +61 (8) 9212 5999 � Fax: +61 (8) 9212 5900 � Email: tanamigold@tanami.com.au � Website: www.tanami.com.au. � ABN: 51 000 617 176

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TANAMI GOLD NL ABN 51 000 617 176

2007

NOTICE OF ANNUAL GENERAL MEETING

To be held on Friday, 23 November 2007

EXPLANATORY STATEMENT

and PROXY FORM

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TANAMI GOLD NL

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

The Annual General Meeting of Tanami Gold NL (“Tanami Gold” or the “Company”) will be held on Friday, 23 November 2007 at the Celtic Club, 48 Ord Street, West Perth, WA, commencing at 10:00 a.m.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this meeting.

AGENDA

Business

Financial Statements –Year Ended 30 June 2007 (no resolution required)

To receive and consider the financial statements for the year ended 30 June 2007, and the Directors’ and Auditor’s reports thereon.

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding resolution :

“To adopt the Remuneration Report for the year ended 30 June 2007.”

Note that the vote on this item is advisory only and does not bind the directors or the Company.

Resolution 2 – Election of Director – Mr A Senior

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

"That Mr Alan Senior, who was appointed by the Board as a Director since the last annual general meeting of the Company and who retires and offers himself for re-election, is re-elected as a Director."

Resolution 3 – Election of Director – Mr F Sibbel

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

"That Mr Franciscus Sibbel, who retires by rotation in accordance with clause 17.1 of the Company’s Constitution, and who offers himself for re-election, is re-elected as a Director."

Resolution 4 – Grant of options to Mr A Senior, a director of the Company

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

“That, for the purposes of section 208 of the Corporations Act 2001, Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, shareholders approve and authorise the grant of up to 3,500,000 Options for no issue price to Mr Alan Senior, a Director of the Company, or his nominee, on the terms and conditions set out in Annexure A attached to the Explanatory Memorandum accompanying this Notice of Meeting."

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TANAMI GOLD NL

Short Explanation : Mr Senior is a Director of the Company and is therefore a related party for the purposes of the Corporations Act and the ASX Listing Rules. Shareholder approval is required for the proposed grant of Options to Mr Senior.

Voting Exclusion Statement: The Company will in accordance with section 224 of the Corporations Act 2001 disregard any votes cast on Resolution 4 by Mr Senior and any associate of his.

However, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with 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.

3. 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 Level 4, 50 Colin Street, West Perth, Western Australia or by fax to (61 8) 9212 5900. Alternatively, you may photocopy the enclosed form.

4. A duly completed proxy form and (where applicable) any power of attorney or a certified copy of the power of attorney must be received by the Company at its registered office or the address or fax number set out below, not less than 48 hours before the time for commencement of the meeting. Please send by post to PO Box 1892, West Perth, Western Australia 6872 or by fax to (61 8) 9212 5900.

5. The Company will accept proxy appointments by a corporate member executed in accordance with either section 127(1) (not under seal) or section 127(2) (under seal) of the Corporations Act 2001.

6. The time nominated by the Board for the purpose of determining the voting entitlements at the meeting is 5:00 p.m. (WST) on Wednesday, 21 November 2007.

BY ORDER OF THE BOARD

K Hogg Company Secretary 23 October 2007

TANAMI GOLD NL

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EXPLANATORY STATEMENT

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the preceding Notice of Annual General Meeting of the Company.

The Directors recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Resolution 1 – Remuneration Report

The Directors’ Report for the year ended 30 June 2007 contains a Remuneration Report which sets out the policy for the remuneration of the directors and executives of the Company. The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. Section 250R(3) of the Corporations Act 2001 expressly provides that the vote on the resolution is advisory only and does not bind the Directors or the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Resolution 2 –Election of Director – Mr Alan Senior

Mr Senior was appointed by the Board on 31 July 2007 and, in accordance with the Company's Constitution, retires and offers himself for re-election as a Director of the Company.

Mr Alan Senior, aged 60, is a consulting engineer with over 30 years of experience in design and project development, mainly associated with the mining and mineral processing industry in Australia. Alan’s previous roles included Project Manager for the development of the Cosmos Nickel Mine and the subsequent transition from open cut to underground mining for Jubilee Mines NL after which he joined the Jubilee Mines NL as a non-executive director in 2003.

Alan’s operational and technical experience adds strength to the Tanami Gold Board as the Company progresses the development of the Coyote Gold Project and in particular the Project’s underground operations.

Resolution 3 –Election of Director – Mr Frank Sibbel

Clause 17.1 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Company currently has three Directors and accordingly one must retire (in addition to Mr Senior whose appointment is being confirmed pursuant to Resolution 2).

A Director who retires by rotation under clause 17.1 of the Constitution is eligible for re-election.

Mr Sibbel retires by rotation and seeks re-election.

Mr Sibbel, aged 59, has 35 years of operational, project management and consultancy experience covering operational and financial management of many projects within large and small mining companies. Importantly, he has successfully managed projects from development through to successful operations including open pit and underground mining and related processing facilities.

Resolution 4 – Grant of options to Mr Alan Senior

Resolution 4 seeks the approval for the issue of 3,500,000 Options to Mr Senior (or his nominee) for no issue price.

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TANAMI GOLD NL

The grant of Options to Mr Senior (or his nominee) has been proposed as part of the overall remuneration package offered to him, with the Options additional to the non-executive director fees payable to him. The grant of Options is considered appropriate in the current circumstances of the Company (notwithstanding the fact that the issue of Options to a non-executive Director is not in accordance with Recommendation 9.3 of the ASX Corporate Governance Council’s guidelines for non-executive director remuneration), and is designed to acknowledge the extensive experience and expertise he brings to the Company during this critical transitional period from explorer to producer. Mr Senior’s extensive experience and expertise in developing and operating both open cut and underground mining projects is and will continue to be very important to the Company as it progresses the development of the Coyote Gold Project and in particular, progresses the underground mine development which is scheduled to commence in the December 2007 quarter.

The options are exercisable as follows:

• As to 1,750,000: by the payment of 15 cents per Option ( Parcel 1 );

• As to 1,750,000: by the payment of 20 cents per Option ( Parcel 2 ).

Importantly, the terms and conditions of exercising the Options are incentive-based, in that the right to exercise the 3,500,000 Options requires the Share price to increase to $0.20 (for Parcel 1) or $0.25 (for Parcel 2) and for the daily average weighted price of Shares in the Company to remain at or above these levels for a period of 30 consecutive days. In addition, Parcel 1 cannot be exercised for a period of 12 months from date of grant, and Parcel 2 cannot be exercised for a period of 24 months from date of grant.

All unexercised Options expire 5 years from the date of the grant. If Mr Senior ceases to be a Director, he may exercise any remaining Options within 6 months of cessation.

The terms and conditions of the Options to be issued to Mr Senior are set out in Annexure A to this Explanatory Statement. In the event that all of the Options are exercised, Mr Senior will need to pay $612,500 to the Company.

The number and terms of the Options to be issued to Mr Senior (or his nominee) have been determined based on a number of factors, including:

• Establishing an appropriately structured incentive-based options plan which provides for upside participation to the recipient provided all Shareholders benefit from an increased Share price.

• The current capital structure of the Company.

• Current market practice.

The Directors have determined the exercise price in light of the recent price of Shares in the Company. In this regard, in the 12 month period before the issue of this Notice of Meeting, the highest price of Shares was $0.22 on 16 and 17 October 2006 and the lowest price was $0.10 on 1,5 and 6 March 2007. The latest available closing price prior to the date of the Notice of Meeting was $0.13 on 11 October 2007.

The Options will be issued as soon as practicable after the date of the Annual General Meeting and in any event within 1 month.

Listing Rules Approval

Shareholder approval is sought under Listing Rule 10.11 which provides that a company must not issue securities (including options) to a related party of the company, such as a director, without the company obtaining shareholder approval. Given that approval for the issue of Options to Mr Senior is sought under Listing Rule 10.11, approval of the Option issue is not required under Listing Rule 7.1. The Option issue to Mr Senior will not limit the ability of the Company to issue securities under that rule.

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TANAMI GOLD NL

Corporations Act Approval

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The granting of the Options as contemplated by Resolution 4 may constitute the provision of a financial benefit to a related party. Section 208 of the Corporations Act prohibits a company from giving a financial benefit to a related party without prior shareholder approval.

A “related party” for the purposes of the Corporations Act is widely defined. It includes a director of a public company and specified members of the director’s family. It also includes an entity over which a director maintains control.

A “financial benefit” for the purposes of the Corporations Act is also defined widely. It includes a public company paying money to another entity. It also includes the public company granting an option over its securities. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and the effect of the transaction (rather than just the legal form) and any consideration which has been given to be disregarded, even if it is full or adequate.

The granting of Options to Mr Senior (or his nominee), a related party of the Company by virtue of his position as a Director, as contemplated by Resolution 4, may constitute the giving of a financial benefit to a related party of the Company and accordingly Shareholder approval is also sought for this purpose.

Information on the Resolution

The following information is provided to Shareholders to enable them to assess the merits of the resolution:

• a) the Options will be granted to Mr Alan Senior, or his nominee;

• b) the proposed financial benefit to be given to Mr Senior is 3,500,000 Options. There is no consideration payable on the issue of these Options and the Options will be granted on the terms and conditions set out in Annexure A;

• c) the Options shall be granted to Mr Senior (or his nominee) in recognition of the expected contribution to be made by Mr Senior to the Company. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed;

• d) the Company will pay Mr Senior non-executive director fees of $50,000 per annum (excluding superannuation) from 1 August 2007 for the year ending 30 June 2008;

• e) in the event that Resolution 4 is approved, Mr Senior’s total holding of Shares and Options will be:

• Nil Shares, and

• 3,500,000 Options.

The Company currently has 849,463,353 Shares and 39,650,000 unlisted Options on issue. Mr Senior presently does not have an interest in Shares in the Company. On the assumption that all of the existing Options are exercised and further assuming that Mr Senior exercises the Options to be issued under Resolution 4, his interest in Shares in the Company will be 0.39%.

If Shareholders approve the grant of Options to Mr Senior pursuant to Resolution 4, the fully diluted shareholding of existing Shareholders will be diluted by approximately 0.39%.

The Options to be granted pursuant to Resolution 4 shall be granted without any conditions on exercise, other than those set out in the terms and conditions in Annexure A to this Explanatory Statement.

It is a requirement of ASIC that a dollar value be placed on the Options to be issued. ASIC has indicated the Black-Scholes option price calculation method is acceptable. This method is designed to value listed securities that are freely tradeable and hence it is not entirely appropriate or reliable in this instance. Nevertheless, a range of values for the Options has been estimated using the BlackScholes method. In determining these values, the following assumptions have been made:

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TANAMI GOLD NL

• (a) the Share price at issue date will be $0.13 (being the Share price on the valuation date of 5 October 2007);

• (b) 1,750,000 Options are to be exercisable at $0.15 each and 1,750,000 Options are to be exercisable at $0.20 each;

• (c) the Options are expected to mature within 5 years of their date of issue, assumed at 23 November 2007;

• (d) price volatility of the Share is approximately 100%;

• (e) a risk-free interest rate approximates 6.25%; and

• (f) the Option values have been discounted by 25% (Parcel 1) and 40% (Parcel 2) reflecting the vesting conditions attached thereto, and a further 20% (Parcels 1 and 2) to reflect their unlisted status and limited secondary market.

Based on the above assumptions, the theoretical value of one of each of the two classes of share options is as follows:

• Parcel 1 Options 5.45 cents

• Parcel 2 Options 3.76 cents

Therefore the implied “value” to Mr Senior is $161,175 assuming all the terms and conditions as set out in Annexure A to this Explanatory Statement are satisfied during the two years following the grant of the Options.

In order to exercise all of the Options proposed to be granted, Mr Senior will need to pay $612,500 to the Company.

Directors’ Recommendation

The Board (other than Mr Senior) consider that the overall remuneration of Mr Senior, including the proposed grant of Options, is reasonable having regard to the circumstances of the Company, and recommends shareholders vote in favour of the Resolution.

TANAMI GOLD NL

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Annexure A

TERMS AND CONDITIONS OF OPTIONS TO BE GRANTED TO DIRECTOR PURSUANT TO RESOLUTION 4.

1. In consideration of the continued services of the Optionholder, the Company hereby grants to the Optionholder Options to subscribe for ordinary fully paid shares in the capital of the Company (“Share”) subject to these terms and conditions (“Option”).

2. A certificate will be issued for the Options.

3. The Options are exercisable as follows:

4. As to 1,750,000: by the payment of 15 cents per Option ( Parcel 1 );

5. As to 1,750,000: by the payment of 20 cents per Option ( Parcel 2 ).

The right to exercise the 3,500,000 Options requires the Share price to increase to $0.20 (for Parcel 1) or $0.25 (for Parcel 2) and for the daily average weighted price of Shares in the Company to remain at or above these levels for a period of 30 consecutive days. In addition, Parcel 1 cannot be exercised for a period of 12 months from date of grant, and Parcel 2 cannot be exercised for a period of 24 months from date of grant.

• 4 The Options shall expire on the earliest of the relevant dates set out below (“Expiry Date”):

• (a) 6 months from the date on which the Optionholder’s appointment with the Company is terminated, for any reason;

• (b) 18 months (or such later date as the Company’s Board determines in its sole discretion) after a person or corporation:

  • (i) makes a takeover bid (as defined in the Corporations Act) to acquire any Share and the takeover bid extends to Shares issued and allotted after the date of the takeover bid; and

  • (ii) becomes entitled to proceed to compulsory acquisition of the Shares pursuant to section 661 of the Corporations Act. In such event, the Company shall notify (in writing) the Optionholder of the Expiry Date as soon as possible after the Company becomes aware that the person or corporation has become entitled to proceed to compulsory acquisition;

• (c) 18 months (or such later date as the Company’s Board determines in its sole discretion) after the Company convenes a meeting of Shareholders in order to enter into a plan of arrangement (pursuant to the provisions of the Corporations Act) which, if implemented, would result in a person or corporation becoming entitled to not less than 90% of the Shares. In such an event, the Company shall notify (in writing) the Optionholder of the Expiry Date as soon as practicable after the Company convenes the aforementioned meeting; and

• (d) 5 years from the date of grant of the Options.

• 5 Each Option shall carry the right in favour of the Optionholder to subscribe for one Share.

• 6 The Exercise Price of Shares the subject of the Options shall be payable in full on exercise of the Options.

• 7 Subject to Clause 3, Options shall be exercisable at any time up to and including the Expiry Date by the delivery to the registered office of the Company of a notice in writing stating the intention of the Optionholder to:

• (a) exercise all or a specified number of Options; and

• (b) pay the Exercise Price by way of subscription monies in full for the exercise of each Option.

The notice must be accompanied by the Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not affect the rights of the Optionholder to exercise the balance of the Options held by them.

8 The Company shall allot the resultant Shares and deliver the share certificates or uncertificated holding statement within 5 business days of the exercise of the Options.

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TANAMI GOLD NL

• 9 Options shall not be listed for Official Quotation on ASX Limited (“ASX”).

• 10 The Options shall not be transferable except to an associate (as defined in the Corporations Act) of the recipient.

• 11 Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing Shares in all respects.

• 12 The Company shall, in accordance with the Listing Rules of ASX, make application to have Shares allotted pursuant to an exercise of Options listed for Official Quotation on ASX.

• 13 In the event of a reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the Optionholder shall be reconstructed in accordance with the Listing Rules of ASX.

• 14 Subject to Clause 13, the Optionholder shall have no right to a change in the exercise price of an Option or a change to the number of Shares over which an Option can be exercised.

• 15 There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of securities offered to Shareholders of the Company during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 9 business days after the issue is announced so as to give holders the opportunity to exercise their Options before the date for determining entitlements to participate in any issue.

• 16 If, from time to time, before the expiry of the Options, the Company makes a pro rata issue of Shares to the holders of ordinary Shares for no consideration (“bonus issue”), the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the date for calculating entitlements to the bonus issue.

TANAMI GOLD NL

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P R O X Y F O R M

(Name of member/s)

of

(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’)

If you are appointing someone other than the Chairman of the Meeting, write here the name of the company or person you are appointing

or, failing a company or person named, or if no company or 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 not directions have been given, as the proxy sees fit) at the Annual General Meeting of Tanami Gold NL to be held at the Celtic Club, 48 Ord Street, West Perth, WA, on Friday, 23 November 2007 commencing at 10:00 a.m. and at any adjournment of that meeting.

Voting directions to your proxy – please mark to indicate your directions

		FOR	AGAINST	ABSTAIN*
1.	Remuneration Report	�	�	�
2.	Election of Director – Mr A Senior	�	�	�
3.	Election of Director – Mr F Sibbel	�	�	�
4.	Grant of Options to Mr A Senior	�	�	�

The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

• 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.

APPOINTING A SECOND PROXY

I/We wish to appoint a second proxy

Mark with an ‘X’ if State the percentage of your you wish to appoint a AND % OR voting rights or the number of second proxy securities for this Proxy Form.

Please sign here

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/ Sole Director and Director Director/ Company Secretary Sole Company Secretary Contact Name Contact Daytime Telephone Date

H O W T O C O M P L E T E T H E P R O X Y F O R M

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TANAMI GOLD NL

1. Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the company or person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that company or 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 securityholder of the company.

If you have appointed a company as your proxy and a representative of that company wishes to attend the meeting, the representative will be required to provide the Company with the appropriate written documentation evidencing that the person is a representative of the proxy. Should you require it, the Company will provide you with a corporate representative form free of charge. Please contact the Company Secretary if you require a corporate representative form.

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.

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

To appoint a second proxy you must:

• a) indicate that you wish to appoint a second proxy by marking the box.

• b) on each of the first Proxy Form and the second Proxy Form state the percentage of your 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.

• c) return both forms together in the same envelope.

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 securityholders 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.

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 no later than 48 hours before the commencement of the meeting at 10:00 a.m. (WST) on Friday, 23 November 2007. 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:-

PO Box 1892 West Perth WA 6872 Fax: (61 8) 9212 5900