TANAMI GOLD NL

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ABN 51 000 617 176

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00am (WST) DATE : 29 November 2011 PLACE : The Celtic Club 48 Ord Street West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9212 5999.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	8
Schedule 1 – Terms and Conditions of Options	9
Proxy Form	10
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at The Celtic Club, 48 Ord Street, West Perth, WA on Tuesday, 29 November 2011 at 10.00am.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 10.00am (WST) on Sunday, 27 November 2011.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the Chair of the Meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances.

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

the appointed proxy is not the Chair of the Meeting; and
at the Meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the Meeting;
the proxy does not vote on the resolution,

the Chair of the Meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the Meeting.

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the Annual Financial Report of the Company for the financial year ended 30 June 2011 together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :
“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2011.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR LEE SENG HUI

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

  - _“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Lee Seng Hui, a Director, retires by rotation, and being eligible, is re-elected as a Director.”_

3. RESOLUTION 3 – ISSUE OF OPTIONS TO MR ALAN SENIOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
- “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 300,000 Options to Mr Alan Senior (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Alan Senior or his nominee or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions 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.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and
(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

4. RESOLUTION 4 – APPROVAL OF TANAMI GOLD NL EMPLOYEE SHARE PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

"That, for the purpose of ASX Listing Rule 7.2 Exception 9 and for all other purposes, approval is given for the establishment of the Tanami Gold NL Employee Share Plan, and the issue and allotment of ordinary shares to eligible participants in the Tanami Gold NL Employee Share Plan as an exception to ASX Listing Rule 7.1 and on the terms and conditions described in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting."

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a Director of the Company (except one who is ineligible to participate in any employee incentive scheme) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions 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.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and
(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

DATED: 24 OCTOBER 2011

BY ORDER OF THE BOARD

JON LATTO COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2011 together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

The Company will not provide a hard copy of the Company’s Annual Financial Report to Shareholders unless specifically requested to do so. The Company’s Annual Financial Report is available on its website at www.tanami.com.au .

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 Annual General Meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an Extraordinary General Meeting to consider the appointment of Directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Extraordinary General Meeting ( Spill Meeting ) within 90 days of the Company's 2012 Annual General Meeting. All of the Directors who were in office when the Company's 2012 Directors' Report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Financial Report of the Company for the financial year ended 30 June 2011.

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

2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

2.3 Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Remuneration Report means the remuneration report set out in the Director’s Report section of the Company’s Annual Financial Report for the year ended 30 June 2011.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

Clause 13.2 of the Constitution requires that at the Company's Annual General Meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of three 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 Directors to retire at an Annual General Meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has four Directors and accordingly one must retire.

Mr Lee Seng Hui, the Director longest in office since his last election, retires by rotation and seeks re-election.

Mr Lee Seng Hui, aged 42, is currently the Chief Executive of Allied Group Limited (“AGL”), a Hong Kong listed company, having been appointed in January 1998. Mr Lee graduated with Honours from the Law School of the University of Sydney and worked with Baker & McKenzie and NM Rothschild & Sons (Hong Kong) Limited. Following his appointment as a Non-Executive Director of AGL in July 1992, Mr Lee became an Executive Director in December 1993. On 2 October 2009, Mr Lee was appointed as a Non-Executive Director of APAC Resources Limited which is a Hong Kong listed company. On 18 June 2010, Mr Lee was appointed as the Chief Executive and Executive Director of Allied Properties (H.K.) Limited (“APL”) which is a Hong Kong listed company and a non-wholly-owned subsidiary of AGL. He is also a Non-Executive Director and Chairman of Tian An China Investments Company Limited which is a Hong Kong listed company and an associate of AGL and APL. Mr Lee was previously the Chairman and an Executive Director of Yu Ming Investments Limited (now known as SHK Hong Kong Industries Limited), which is also a Hong Kong listed company and a non-wholly-owned subsidiary of AGL. Mr Lee was appointed to the Board of Mount Gibson Iron Limited as a Non-Executive Director on 29 January 2010.

4. RESOLUTION 3 – ISSUE OF OPTIONS TO MR ALAN SENIOR

4.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 300,000 Options to Mr Alan Senior ( Related Party ) on the terms and conditions set out below. Mr Senior is a related party of the Company by virtue of being a Director.

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval for the purpose of ASX Listing Rule 10.11 is sought for the issue of Options to the Related Party.

4.2 Shareholder Approval (ASX Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Options:

(a) the related party is Mr Alan Senior and he is a related party by virtue of being a Director;
(b) the maximum number of Options (being the nature of the financial benefit being provided) to be issued to the Related Party is 300,000;
(c) the Options will be issued to the Related Party no later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Options will be issued on one date;
(d) the Options will be issued for nil cash consideration, accordingly no funds will be raised;
(e) the terms and conditions of the Options are set out in Schedule 1. The exercise price of the Options will be 40% above the five day volume weighted average price of Shares on ASX immediately prior to the date of the Annual General Meeting for a term of five years from the date of issue.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

Mr Senior was appointed as a Director on 31 July 2007. The options to be issued to Mr Senior (subject to Shareholder approval) are in recognition of the contribution Mr Senior has made to the Company and as an incentive to retain the services of Mr Senior, being a high calibre Director who will contribute to the Company’s future growth.

5. RESOLUTION 4 - ADOPTION OF TANAMI GOLD NL EMPLOYEE SHARE PLAN

5.1 General

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of employees of a high calibre, the Company has established the “Tanami Gold NL Employee Share Plan” ( Plan ).

Resolution 4 seeks Shareholder approval under exception 9(b) of ASX Listing Rule 7.2 to allow the issue of Shares under the Plan ( Plan Shares ) as an exception to ASX Listing Rule 7.1. An issue under an employee incentive scheme will only fall within exception 9(b) of ASX Listing Rule 7.2 if the securities are issued under a scheme approved by Shareholders within three years before the date of issue.

If Resolution 4 is passed, the Company will have the ability to issue Plan Shares to eligible participants under the Plan over a period of three years without impacting on the Company’s 15% placement capacity under ASX Listing Rule 7.1.

The employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Plan is an appropriate method to:

(a) reward employees for their past performance;
(b) provide long term incentives for participation in the Company’s future growth;
(c) motivate and generate loyalty from senior employees; and
(d) assist to retain the services of valuable employees.

No Plan Shares have yet been issued under the Plan.

A summary of the terms and conditions of the Plan is set out in Section 5.2 below and a full copy of the Plan is available for inspection at the Company’s registered office until the date of the Annual General Meeting.

5.2 Summary of the terms and conditions of the Plan

Set out below is a summary of the terms and conditions of the Plan:

(a) Eligibility : Participants in the Plan may be full-time or part-time employees of the Company or any of its subsidiaries ( Participants) .
(b) Administration of Plan : The Board is responsible for the operation of the Plan.
(c) Participation : The Board determines the entitlement of Participants in the Plan, having regard to:
(i) the seniority of the Participant and the position the Participant occupies with the Company or any subsidiary;
(ii) the length of service of the Participant with the Company and its subsidiaries;
(iii) the record of employment of the Participant with the Company and its subsidiaries;
(iv) the potential contribution of the Participant to the growth and profitability of the Company and its subsidiaries; and
(v) any other matters which the Board considers relevant.
(d) Invitations : The Board may issue an invitation to the Participant to participate in the Plan. The invitation will:
(i) invite applications for the number of Plan Shares specified in the invitation;
(ii) specify the issue price for the Plan Shares;
(iii) specify an acceptance period; and
(iv) specify any other terms and conditions attaching to the Plan Shares.

The number of Plan Shares will be determined at the absolute discretion of the Board.

(e) Issue price : the issue price of each Plan Share will be determined by the Board, which may be a nominal or nil issue price if so determined by the Board.
(f) Plan limit : The Company must ensure that the number of Plan Shares offered by the Company under this Plan when aggregated with:
(i) the number of Plan Shares issued during the previous five years under the Plan (or any other employee share plan extended only to Participants); and
(ii) the number of Shares that would be issued if each outstanding offer for Shares (including options to acquire unissued Shares) under any employee incentive scheme of the Company were to be exercised or accepted,

does not exceed 5% of the total number of issued Shares at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can be disregarded in accordance with Class Order 03/184).

(g) Restriction on transfer : Participants may not sell or otherwise deal with a Plan Share until the expiry of the qualifying period in respect of the Plan Shares, if any, that may be imposed by the Board and set out in the invitation.
(h) Quotation on ASX : The Company will apply for each Plan Share to be admitted to trading on ASX upon issue of the Plan Share.
(i) Rights attaching to Plan Shares : Plan Shares will rank equally in all respects (other than with respect to any restrictions on transfer specified above or otherwise imposed by the Board) with other Shares on issue.

GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Tanami Gold NL (ABN 51 000 617 176).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current Directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share.
(b) The expiry date of the Options is the date which is five years from date of issue of the Options ( Expiry Date ) and the exercise price of the Options is 40% above the five day volume weighted average price of Shares on ASX immediately prior to the date of the Annual General Meeting ( Exercise Price ).
(c) The Options held by the Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(d) The Optionholder may exercise the Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

(e) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(f) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(g) The Options are transferable.
(h) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(i) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders 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 six Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(l) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

TANAMI GOLD ABN 51 000 617 176 PROXY FORM

ANNUAL GENERAL MEETING

APPOINTMENT OF PROXY

I/We of being a member of Tanami Gold NL entitled to attend and vote at the Annual General Meeting, hereby Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10.00am (WST), on Tuesday, 29 November 2011 at The Celtic Club, 48 Ord Street, West Perth, Western Australia, and at any adjournment thereof.

Important for Resolution 1 : If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

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If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 2, 3 and 4 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 3 and 4 and that votes cast by the Chair of the Annual General Meeting for Resolutions 3 and 4 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 3 and 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 3 and 4.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the Annual General Meeting	FOR	AGAINST	ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-election of Director – Mr Lee Seng Hui
Resolution 3 – Issue of Options to Mr Alan Senior
Resolution 4 – Adoption of Tanami Gold NL Employee Share Plan

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary Contact Name: __________	Date: _______ Member 2 Member 3 Director Director/Company Secretary ___ Contact Ph (daytime): ________	_________ Member 3

TANAMI GOLD NL ACN 000 617 176

Instructions for Completing ‘Appointment of Proxy’ Form

( Appointing a Proxy ): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

( Individual ): Where the holding is in one name, the member must sign.
( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

4.

( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Tanami Gold NL, PO Box 1892, West Perth, WA 6872; or
(b) facsimile to the Company on facsimile number +61 8 9212 5900; or
(c) email to the Company at [email protected],

so that it is received not less than 48 hours prior to commencement of the Meeting.

AI assistant

TANAMI GOLD NL — AGM Information 2011

65894_rns_2011-10-26_775261eb-8b39-45a8-9d9b-7e67ed9aade8.pdf

TANAMI GOLD NL

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote.

Transfer of non-chair proxy to chair in certain circumstances.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

Voting Prohibition Statement

4. RESOLUTION 4 – APPROVAL OF TANAMI GOLD NL EMPLOYEE SHARE PLAN

Voting Prohibition Statement

DATED: 24 OCTOBER 2011

BY ORDER OF THE BOARD

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Proxy Restrictions

2.3 Definitions

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

4. RESOLUTION 3 – ISSUE OF OPTIONS TO MR ALAN SENIOR

4.1 General

4.2 Shareholder Approval (ASX Listing Rule 10.11)

5. RESOLUTION 4 - ADOPTION OF TANAMI GOLD NL EMPLOYEE SHARE PLAN

5.1 General

5.2 Summary of the terms and conditions of the Plan

GLOSSARY

( Exercise Notice ).

ANNUAL GENERAL MEETING

APPOINTMENT OF PROXY

OR

Instructions for Completing ‘Appointment of Proxy’ Form

( Signing Instructions ):

4.

Proxy forms received later than this time will be invalid.

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TANAMI GOLD NL AGM Information 2011