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$\overline{2}$ Chairman's Review
3 Exploration Overview
$\overline{4}$ Gold Joint Ventures
Ź. Gold Projects (100%)
Base Metals and Platinum Group Elements $\mathfrak{g}(\mathfrak{h})$
$\overline{12}$ Tanami Gold NL's Investment in Pilbara Mines Limited

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44 Directors Report
97 Corporate Governance Statement
$\overline{19}$ Financial Statements.
34 Directors' Declaration
İS Independent Audit Report
Shareholder Information 36

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Schedule of Mineral Tenements 38.

Non-Executive Chairman Gary E Comb Managing Director Denis P Waddell Non-Executive Director Martin E Kavanagh

Company Secretary Kim Hogg

Registered Office 42 Churchill Avenue Subiaco Western Australia 6008 Telephone: +61 8 9381 2296 Facsimile: +61 8 9381 2747 Email: [email protected] Website: www.tanami.com.au

Auditor KPMG 31st Floor, Central Park, 152-158 St George's Terrace Perth Western Australia 6000

Share Registry Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross Western Australia 6153 Telephone: +61 8 9315 0933 Facsimile: +61 8 9315 2233

Stock Exchange Australian Stock Exchange Limited Exchange Plaza, 2 The Esplanade Perth Western Australia 6000

ASX CODES TAM - Ordinary Shares TAMCA - Contributing Shares

Chairman Review $^{\prime}$ s

During the past year the Company continued its focus on gold exploration in the Tanami-Arunta Province by both funding exploration on its 100% owned projects and through its joint venture partners Newmont Mining Corporation, Barrick Gold Corporation and Troy Resources NL.

Since commencement of the joint ventures between Barrick and Tanami Gold, Barrick has now earned a 51% equity in the joint ventures through the expenditure of \$6 million. Barrick and Tanami Gold are continuing to explore the large area covered by the joint ventures including tenements located in the Northern Territory which have only recently been accessed.

A significant event during the year was the grant of the Lake Mackay Joint Venture tenements after many years of negotiations with the Central Land Council. Following the grant of tenements, Newmont immediately commenced a helicopter sampling program over 2,500 km³ of the 6,500 km³ of granted tenements. Two phases of sampling led to the delineation of extensive gold-arsenic anomalism over 50 kilometres strike. Based on these initial results, Newmont commenced a 10,000 metre RAB drill program over the anomalous zones in late September 2003. Early stage exploration has also recently commenced on the Kintore Project which is joint ventured to Troy Resources NL.

In addition to joint ventured projects and follow-up work on 100% owned projects, over twenty of the Company's exploration licence applications were granted during the year. Initial programs of reconnaissance mapping and sampling within these areas has generated a number of targets for follow-up.

As follow-up to previous exploration programs, RAB drill testing of a number of target is being undertaken on various 100% owned projects. Continued encouragement at the Mt Hardy Prospect will most likely lead to a RC percussion drill program in 2004. The Yuendumu Joint Venture tenement has also returned encouraging first-pass results from the September 2003 drill program with a follow-up program just completed.

Given the importance of generating cash flow from production to generate returns to shareholders and to fund ongoing exploration, the Company is continuing to assess acquisition opportunities. As such, the acquisition of gold resources and projects containing mineralisation is planned to become a key focus for the Company going forward.

In this regard, a significant development for the Company was the recent investment in Pilbara Mines Limited. The investment in Pilbara resulted from the Company's ongoing assessment of acquisition opportunities almed at taking the Company to producer status. Tanami Gold considers there is a high probability that Pilbara's Jaquar Project will progress to development. The objective in taking a position in Pilbara is to provide Tanami Gold with an opportunity in the medium to long term, to fund future exploration and development of the Company's non-gold projects located in the Tanami Province. In addition, the Company rates the gold prospectivity of Pilbara's tenements as very high.

The combination of Tanami Gold's projects and the investment in Pilbara places the Company in a strong position for future growth.

On behalf of the Directors and shareholders I thank our employees for another year of dedication and commitment.

$\mathscr{L}$

G E Comb Chairman

The Company's exploration focus continued to target gold mineralisation in the Tanami-Arunta Province through a combination of:

$\blacksquare$ joint ventures with Barrick Gold Corporation, Newmont Mining Corporation and Troy Resources NL;
exploration on 100% owned tenements;
acquisition through farm-in of gold properties in the Province: and
ongoing assessment of acquisition opportunities.

In the Alice Springs district, the Company commenced regional programs assessing epigenetic gold and iron-oxidecopper-gold (IOCG) targets. The base metal potential of the Alice Springs district was also partly evaluated by BHP Billiton/Teck Cominco who joint ventured several tenements containing known Volcanogenic Massive Sulphide (Cu-Zn-Ag) and Broken Hill Type (Pb-Zn-Ag) deposits. The Company also carried out a diamond drill program targeting Platinum Group Elements (Pt-Pd-Au) mineralisation at its Mordor Project 65 kilometres northeast of Alice Springs. The Company will continue to seek to joint venture the rights to base metals and PGEs on its properties located in the Alice Springs district.

During 2003-2004 the Company will continue to focus on gold exploration both in its own right and through its joint ventures. In addition, the Company plans to evaluate acquisition opportunities with the objective of the Company generating cash flow from production.

BARRICK JOINT VENTURES

In July 2003 Barrick Gold Corporation (Barrick) earned a 51% interest in the Larranganni. Tanami (WA) and Tanami (NT) joint ventures by spending a total of \$6.0 million on exploration since January 2001.

LARRANGANNI JOINT VENTURE (Barrick 51%, Tanami Gold 41.5%, Glengarry Resources NL 7.5%)

Evaluation of the Bramall Trend continued as a focus for Barrick with the 2002 wide-spaced 1,500 metre regional lines being infilled to 500 metre spacing. Several prospects identified by the program have now been infilled to 250x100 metre spacing. Although no ore grade intersections have

Figure 2: Barrick Joint Ventures

"it is the Company's policy to report surface and driff geochemical assay results in parts per billion (ppb) and parts per million (ppm). Significant driff intercepts and samples from workings are generally reported in grams per tonne (g/t).

NB: 3,000 ppb = 3 ppm = 1 g/t. In the case of base metal mineralisation, percentages are used. NB: 10,000 ppm = 1%."

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been returned to date from the drill programs, significant gold and arsenic anomalism has been delineated over 7 kilometres strike at the Bikini Prospect including 20 metres @ 151.4 ppb Au. In August 2003, a further infill drill program was undertaken at Bikini, the results of which are not vet available, in the near future, Barrick will commence first-pass regional exploration on the tenements immediately to the north of AnaloGold's Covote Deposit (see Figure 2).

The Company has elected not to contribute to the Larranganni Joint Venture program and budget for the period through to 31 December 2003 which will reduce its equity position to approximately 33%.

TANAMI (WA) JOINT VENTURE (Barrick 51%, Tanami Gold 49%)

Barrick completed a regional RAB drill program in the Slatey Creek area which returned a number of low order gold anomalous zones which were infill drilled in August 2003. Results are awaited.

A field review of the Bloodwood tenements (see Figure 2) was also undertaken. The Bloodwood area sits at a structurally interesting position, close to the southern edge of the Tanami Complex comprising deformed Killi Killi Formation rocks either sub-cropping or under shallow aeplian sand cover. A review of previous vacuum drilling has highlighted a number of coherent gold anomalies on 1,000 x 500 metre spacings. A vacuum drill program to screen the Bloodwood area is proposed for the second half of the 2003 field season.

The Company has elected not to contribute to the planned Tanami (WA) program and budget through to 31 December 2003 which will result in a reduction in equity to approximately 41%.

TANAMI (NT) JOINT VENTURE (Barrick 51%, Tanami Gold 49%)

Following the signing of a Deed for Exploration in November 2002 and subsequent grant of tenements, Work Area Clearance was completed by the Central Land Council (CLC) in early July 2003 over the Supplejack and Birrindudu tenements. Surface sampling and mapping programs over targets generated from a detailed low level aeromagnetic survey commenced in September 2003. A geochemical vacuum drill program will also be carried out over targets on all three project areas in September 2003 (see Figure 2).

The highly prospective Supplejack tenement was acquired by the Company in 1994 with Work Area Clearance only being approved in July 2003. Research indicates that there has been no modern day gold exploration on the property. Interpretation of the aeromagnetic data indicates that the key structural and lithologic features of mineralised Granites-Tanami terrane are present on the tenement.

The Company is contributing to the Tanami (NT) Joint Venture, maintaining its equity at 49% through to 31 December 2003.

KINTORE JOINT VENTURE (Tanami Gold earning 35%, Troy earning 65%)

A Deed for Exploration with the traditional owners and the CLC was executed and the Joint Venture tenements granted in May 2003. Work Area Clearance programs over the two Joint Venture tenements was completed in early July 2003. giving access to the main target areas generated from database studies. The tenements are located 450 kilometres west of Alice Springs close to the WA/NT border (see Figure 1). Troy Resources NL (Troy) is funding the first \$1.0 million of expenditure on the tenements. Outcrop in the tenements is mapped at less than 5% with most of the area being covered by extensive dune-fields.

No previous gold exploration has been conducted on the tenements. The main target is lower Proterozoic basement infiers in domal structures and a zone of WNW-ESE trending magnetic features coincident with strongly developed linear structures visible on Landsat imagery.

Results from the first-pass sampling program have outlined a number of low order gold anomalous areas that are currently being assessed.

LAKE MACKAY JOINT VENTURE (Tanami Gold 100%, Newmont earning 60%)

Following grant of the joint venture tenements in September 2002, Newmont Mining Corporation (Newmont) immediately commenced an intensive helicopter supported first-pass surface sampling program over approximately 2,500 km2 of the 6,500 km² of granted tenements. Sampling of surface and shallow covered lag material returned a number of gold and strong arsenic anomalies over several kilometres strike. Following the wet season break a second program of both infill and regional sampling lines was completed.

The positive results from the programs have outlined a regionally extensive zone of gold, arsenic and base metal anomalism (see Figure 3) in surface and shallow vacuum

drilling over +50 kilometres of strike. Distinct prospect areas within this zone include:

1. Taupo: An area of +100 ppb Au in surface samples where recent shallow vacuum drilling returned a maximum bottom of hole sample of 0.3 ppm Au.
1. Te Anau: An arsenic anomaly of >60 ppm As, peaking over 1,000 ppm As and 17 ppb Au, of dimensions 15 x 1 kilometres.
1. Manapouri: An arsenic anomaly of >60 ppm As, peaking at 92 ppm As and 74 ppb Au, of dimensions 4 x 1 kilometres.

A +10,000 metre RAB/aircore drill program commenced in September 2003.

In September 2003 the Company commenced RAB drill programs on several of its 100% held properties in the Granites-Tanami and Northern Arunta areas (see Figure 4).

Within the Mt Doreen Project area, RAB drill programs were carried out to follow-up on 2002 results. At Mt Hardy, as follow-up to anomalies generated by a wide spaced regional vacuum drill program in September 2002, a shallow RAB drill program on 400 x 100 metre spacing (297 holes for 2,877 metres) has continued to outline gold anomalous zones in both basal gravels (lag) and shallow bedrock beneath 2-5 metres of transported cover. In particular, anomalous values in adiacent holes over three lines (800 metres) have returned a maximum gold value of 22 ppb. Further infill RAB has recently been completed to test the tenor of mineralisation with the aim of generating RC percussion drill targets. Results are awaited.

On the Yuendumu Joint Ventre tenement EL8434 (Tanami Gold 60% earning 80%), a regional first-pass RAB drill program on 5-10 kilometre spaced lines over conceptual structural targets has returned anomalous gold values to 21 ppb Au in 250 metre spaced holes. A systematic follow-up RAB program was completed in late September 2003 to test along strike of existing anomalies and complete drilling of further conceptual targets.

At Mt Davidson, 70 kilometres east of The Granites Mine, three target areas were drilled as follow-up to previous regional RAB drill programs. Drilling comprised 2,233 metres RAB and 1,117 metres aircore over flexures and demagnetised zones on prospective Davidson Beds lithologies. At Solitaire, four previously untested target areas developed from the interpretation of aeromagnetic data were tested with 4,094 metres of first-pass aircore drilling. Assay results from both of these programs are awaited.

EPENARRA PROJECT

The Epenarra tenement EL 9855, is located in the eastern part of the Tennant Inlier, 150 kilometres SE of Tennant Creek (see Figure 1). The tenement is almost entirely covered by aeolian sand and alluvium with Warramunga Group sediments and Epenarra Group volcanics outcropping in the southern part of the tenement. The Warramunga Group sediments are the main host for gold mineralisation in the Tennant Creek Goldfield. Gold mineralisation at the nearby Kurinelli Goldfield is contained in stockwork quartz veins hosted by dolerite and along the dolerite-sediment contact zones. A dolerite-hosted gold-bearing quartz vein occurs 1 kilometre southeast of the tenement.

initial reconnaissance sampling targeted gold mineralisation hosted by dolerites and sediments of the Warramunga Group associated with a magnetic high running east-west across the tenement. Analogy with the nearby Kurinelli Goldfield suggests that this unit has gold-bearing potential. Most of the magnetic high lies beneath aeolian sand cover. Several rock chip samples have returned low level gold assays peaking at 100 ppb Au. Vacuum and/or RAB drill follow-up is planned for late 2003.

HOME OF BULLION PROJECT

The Home of Bullion Project area is centred approximately 200 kilometres NNE of Alice Springs (see Figures 1 and 5). The southern part of the area was originally acquired to cover the intersection of the Trans Tanami Fault corridor with interpreted Tennant Creek terrane. Subsequent regional mapping and age dating by the Northern Territory Geological Survey (NTGS) has outlined the Bullion and Ledan Schists which are believed to be equivalents of the Arunta Lander Rock Beds, which in turn are possibly contiquous with the Killi-Killi Formation, a host unit to major gold mineralisation in the Tanami region.

The Ledan Schist occurs in the south-eastern portion of EL 23122. The outcrop is limited and is restricted to a number of low relief hills. At the Wapiti Prospect, strongly foliated, steeply dipping biotite-muscovite schist with lesser chert and black shales occur. Prominent white-grey quartz veins, some showing stockwork and breccia textures occur in the area in which a 5.5 ppm Au rock chip was previously returned by Normandy Mining Limited.

The presence of cherts and quartz veins with an interpreted hydrothermal origin in a relatively low metamorphic grade metasedimentary package is considered to be highly prospective. The 5.5 ppm Au sample site was not located in the initial program, however a number of low level gold: values and anomalous copper values were returned. Further work is planned for late 2003.

Figure 4: September 2003 Drill Programs

Figure 5: Alice Springs District Tenements

REYNOLDS RANGE PROJECT

The Company acquired 5 exploration licences to the west and southwest of its existing Napperby Project tenements (see Figure 1). The tenements cover extensive areas of Lander Rock Beds which are interpreted to be equivalent to the Killi-Killi Beds which host extensive gold mineralisation in the Granites-Tanami region. The recent work of the NTGS provided the impetus for the acquisition.

HALE RIVER PROJECT

Reprocessing of aeromagnetic data has generated a series of structural targets beneath an estimated 30 metres of younger cover sediments. Sampling of quartz veins penetrating to surface has returned some low level gold values (to 10 ppb Au) on the margin of the Hale River Basin. A RAB drill program to test the covered structural targets is scheduled for early October 2003 (see Figure 5).

IRON OXIDE COPPER GOLD (IOCG) TARGETS

The presence of widespread copper#gold mineralisation in the Alice Springs to Tennant Creek district is associated with a mid-Proterozoic (1,500 million years) mineralising event which occurs Australia-wide. The recently discovered Mt Woods Prospect in South Australia is a good example of the Company's target type in Central Australia.

An initial assessment of the Company's Central Australian tenement package identified over 50 coincident gravity/magnetic anomalies as potential targets for IOCG and/or base metal deposits. At the Alcoota Project, northeast of Alice Springs, a RAB drill program will test a covered (10-20) metres) magnetic/anomaly in October 2003 (see Figure 5). If the program returns low level gold-copper values, it will lead to immediate re-evaluation of the remaining anomalies. Figure 6 depicts the overlapping copper-gold and base metal metallogenic fields developed in the Alice Springs district and the overlapping gold and copper-gold fields of the Granites-Tanami and North Arunta districts.

Metals and Platinum Base Elements Group

During the period 1994 to 2003, the Company compiled a Province-wide database targeting gold which has resulted in . securing a major tenement holding including a large area extending to the southeast of the Granites-Tanami region which incorporates the historical goldfields of Winnecke, Arltunga and Claraville to the north east of Alice Springs.

While early gold exploration efforts were focused on the western half of the tenement holdings, a region hosting major gold resources (Callie, The Granites and the Tanami mine), the Company's gold exploration programs undertaken in .
recent years have included regional programs in the underexplored eastern region in Central Australia. This work has demonstrated that while the Central Australian region is prospective for gold, it also has significant potential for Volcanogenic Massive Sulphide (VMS) Cu-Zn-Aq and Broken Hill Type Pb-Zn-Ag base metal mineralisation and platinumpalladium mineralisation (See Figure 6). The recently recognised base metal potential of this area has resulted in a number of major mining companies securing tenement holdings in the region.

BASE METALS

In July 2002 the Company joint ventured several of its tenements in the Alice Springs district to BHP-Billiton/Teck Cominco (BHPB/TC) who were exploring for a world dass Broken Hill Type Pb-Zn-Ag deposit.

Exploration undertaken by BHPB/TC in September 2002 outlined a series of semi-continuous zinc-cooper (Zn-Cu) anomalies over 8 kilometres strike associated with the Rankins and Gecko historic workings (see Figure 5). The anomaly model did not fit the BHPB/TC minimum size However, consultants to the joint venture criteria. recommended a follow-up ground EM survey be carried out over the anomalous trend which is interpreted to be the distal marker horizon of a metamorphosed VMS system.

The prospect area is located 30 kilometres east of the Alice Springs - Darwin railway line and Stuart Highway and a potential target size is +30 million tonne Zn-Cu-Au-Ag. The Company will seek a joint venture partner to undertake the planned EM survey and drill testing of conductors.

The Company has located additional base metal occurrences which will also be offered for joint venture. These include the Ambalindum Prospect which represents metamorphosed VMS target and the Glencroil Prospect which has returned assays to 5.0 g/t Au, 392 g/t Ag and 5% combined Cu-Pb-Zn. from the sampling of prospector pits.

PLATINUM GROUP ELEMENTS (PGE)

As previously reported, the Company has been evaluating the platinum-palladium-gold (Pt-Pd-Au) potential of the Alice Springs district. The Mordor Project was highlighted by this program and in November 2002 a four hole diamond drill program was carried out (see Figure 5).

Highly anomalous Pt-Pd-Au values in rockchips and soil samples have been returned over an area of approximately 5 km² of the ultramafic portion of the complex. Within this anomalous area the Mithril Prospect returned rockchip samples assaying up to 0.9 g/t Pt-Pd-Au plus 0.3% copper (Cu). The best anomaly is associated with 1% coarse blebby chalcopyrite and pyrrhotite at the base of a thick peridotite unit.

A four hole diamond drill program (for 886 metres) was completed at the Mithril Prospect. The program was designed to test beneath Pt-Pd-Au surface geochemical anomalies located in close proximity to the basal section of the Mt Doom Ultramafics, where numerous rock chip samples assaying in the range 0.30 to 0.93g/t PGE (3E)³ are associated with extensive soil geochemical anomalies.

The drilling successfully delineated a number of zones containing Pt-Pd-Au mineralisation with a best intersection of 2 metres @ 1.1 g/t PGE (3E) within a zone assaying 8 metres @ 0.67 g/t PGE (3E). The Company believes that this mineralisation represents the first recognised occurrence of stratiform PGE mineralisation in a layered mafic intrusion in the Northern Territory.

The diamond drilling program established the presence of cyclic layering of mafic-ultramafic lithologies and highlights the potential for reef-style PGE mineralisation. Drilling has tested a small section of the mafic-ultramafic lavered sequence which has up to 2 kilometres thickness and 6 kilometres radial strike length. The spatial association of mineralisation with the contacts between pyroxenite and peridotitic units suggests that interaction between differentiated magma and an influx of more primitive magma is responsible for the development of the disseminated PGEbearing magmatic sulphides. The style of mineralisation is similar to the stratiform reef-style PGE mineralisation developed in large mafic-ultramafic complexes such as Bushveld, Stillwater or the Great Dyke deposits.

The drilling results show that the Mordor Complex is a legitimate exploration target for stratiform reef-style PGE mineralisation. The Company has so far only tested a small part of the igneous stratigraphy and numerous surface geochemical anomalies remain untested. The Mordor data will be reviewed in detail over the wet season break with joint venture partners being sought to determine the continuity, tenor and additional reef development within the ultramaficintrusion.

Tanami Gold NL's fnvestment in Pilbara Mines Limited

On 14 August 2003, Tanami Gold announced it had taken a 15% placement in Pilbara Mines Limited (Pilbara) made up of 12.34 million shares at 9 cents each (\$1.110.600) to allow Pilbara to fund ongoing exploration and to continue the feasibility study (including drilling) of Pilbara's high grade Jaquar Project (1.7 million tonnes at 3.6% Cu; 11.9% Zn and 127 g/t Ag) located 60 kilometres NNW of Leonora and 30 kilometres SSE of the Lion Ore/Dalrymple Thunderbox (gold) and Waterloo (nickel) deposits.

The investment in Pilbara resulted from the Company's ongoing assessment of acquisition opportunities aimed at taking the Company to producer status. The objective in taking a position in Pilbara is to provide Tanami Gold with an opportunity in the medium to long term, to fund future exploration and development of the Company's projects located in the Tanami Province.

In addition to the high grade Jaquar Project (Pilbara 100%). Tanami Gold also rates Pilbara's Teutonic Bore Joint Venture tenement package as highly prospective for the discovery of further high grade copper-zinc-silver deposits and gold and nickel mineralisation. The Teutonic Bore Joint Venture is managed by the Canadian based Inmet Mining Corporation (inmet) and is held Inmet 65% and Pilbara 35%. Drill testing of additional targets is planned in coming months.

$On \quad 3$ September 2003, Pilbara announced the commencement of further diamond drilling as part of a prefeasibility study. The drill program is designed to upgrade the resource classification in the lower parts of the deposit and to increase the resource tonnes (currently 1.72 million tonnes @ 3.6% Cu, 11.9% Zn, 127g/t Ag, classified as Inferred). Recent block modelling of the deposit has resulted in 61% of the resource being classified as Indicated under the JORC Code. A typical cross-section of the deposit is shown in Figure 7.

The exploration program will consist of approximately 3,000 metres of diamond drilling which will provide samples of the orebody for assay, further metallurgical testwork and geotechnical information for mine design studies.

Nickel Potential: The Pilbara tenements straddle the Keith-Kilkenny Fault (KKF) zone. To the east of the KKF is the maficfelsic package which hosts the Teutonic Bore and Jaguar base metal deposits. To the west of the KKF lies the ultramaficmafic package which hosts the major disseminated nickel deposits, Perseverance, Yakabindie and Mt Keith and the newly discovered massive sulphide nickel deposits at Jubilee's Cosmos and Cosmos Deeps and Lion Ore/Dairymple's Waterloo and Amorac deposits.

Importantly, the new massive sulphide discoveries are blind deposits located by electromagnetic (EM) surveys and the

resultant deep driffing of EM conductors. Within the Pilbara/Inmet Joint Venture tenement EL 57/258, the Joint Venture partners have focated an EM conductor close to a 4 kilometre long zone of elevated nickel values (to 0.35% Ni) in ultramafics. In addition, a series of undrilled EM conductors have been identified which require drill testing.

The nickel prospectivity of the Pilbara/Inmet tenement package is considered to be high.

Gold Potential: The mafic-ultramafic package to the west of the KKF zone is a major gold producer with significant past and present production based on centres at Leonora-Tarmoola-Bannockburn and the Lion Ore/Dalrymple Thunderbox deposit 20 kilometres to the NNW of the Joint Venture tenements.

Within both Pilbara's 100% ground and Pilbara/Inmet's tenements, there are a number of significant intersections by previous tenement holders (4 metres @ 5.8 g/t Au, 4 metres @ 2.9 g/t Au and 16 metres @ 1.8 g/t Au). Importantly, gold anomalous zones discovered by Pilbara in the northern tenements returned up to 20 metres @ 0.2 g/t Au in composite sampling with a number of 1 metre @ 0.5 g/t Au intercepts being returned from resampling.

In addition, Pilbara have outlined two extensive (700 x 600 metre and 600 x 400 metre) surface gold anomalies which occur in colluvial/alluvial cover and require systematic followup drilling. Gold mineralisation occurs throughout the 30 kilometre strike of the mafic package within the tenements.

Infrastructure: Mine development at the Jaquar Project greatly benefits from existing established infrastructure. A bitumen road passes just east of the proposed plant site and the Goldfields gas pipeline is located approximately 20 kilometres west of the Project. In addition, concentrate handling facilities are already in place at the Leonora railhead, 60 kilometres to the SSE of the Project. Leonora also provides local services to the Project.

In summary, the Pilbara tenements are considered highly prospective for further discoveries of gold, nickel and copperzinc-silver deposits given:

the previous base metal production from Teutonic Bore and the new resource delineated at the Jaguar Project;
existing base metal surface anomalies and EM conductors ready for drill testing;
the prospective ultramafic rock package with known surface nickel geochemical anomalies and EM conductors; and
the extensive gold mineralisation and newly discovered surface geochem gold anomalies.

Figure 7: Jaguar Deposit Section 55950N

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DIRECTORS REPORT

The Directors present their Report together with the financial report of Tanami Gold NL ("the Company") and the consolidated. financial report of the consolidated entity, being the Company and its controlled entity, for the year ended 30 June 2003 and the auditor's report thereon.

$1¹$ Directors

The Directors of the Company at any time during or since the end of the financial year are:

Non-Executive Chairman

Gary Ernest Comb, B.Sc.(Mech), Dip. Ed., M.B.A. (appointed 21 July 1995)

Mr Gary Comb, aged 51, is an engineer with more than 20 years' experience principally in mine operations and project development. Mr Comb is Chief Executive Officer of the largest privately owned Western Australian based mining and civil contracting company, BGC Contracting Pty Ltd. He gained extensive mining operations experience from 1983-1990 through responsibilities principally as Operations Director with Metana Minerals NL which included management of the Mount Magnet, Reedy, Youanmi and Rothsay (underground) mines in Western Australia and as Mining Operations Manager for MacMahon. Contractors from 1992 to 1999.

Managing Director

Denis Patrick Waddell, ACA, FAICD (appointed 21 July 1995)

.
Mr Denis Waddell, aged 46, is a Chartered Accountant with extensive experience in the management of exploration and mining companies. Prior to establishing Tanami Exploration NL in 1994, Mr Waddell was the Finance Director of the Metana Minerals NL group. During the past 20 years, Mr Waddell has gained considerable experience in corporate, finance and operations management of exploration and mining companies.

Non-Executive Director

Martin Ellis Kavanagh, B.Sc(Hons) Geology, F.Ass.(MM, Member AIG (appointed 21 July 1995)

Mr Martin Kavanagh, aged 56, has worked widely within the exploration and mining industry throughout Australia and offshore in-Indonesia and the Southwest Pacific regions. Mr Kavanagh is an exploration geologist with extensive knowledge of the regional and deposit scale controls of Archaean, Lower Proterozoic and younger epithermal gold mineralising systems acquired through fieldwork, research and management of Australia-wide and offshore programs.

Effective 1 July 2003, Mr Kavanagh ceased employment as an executive director of the Company and became a non-executive .
director.

$2 -$ Results

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The result of the consolidated entity for the year ended 30 June 2003 was a loss after income tax of \$1,993,052 [2002: \$1,380,753].

Principal Activity 3.

The principal activity of the consolidated entity during the course of the financial year was mineral exploration.

Review of Activities $\Delta$ .

During the year, the Company and its joint venture partners continued exploration programs on various project areas located within the Company's large ground holdings (76,000 km²) situated in the Tanami-Arunta Province of Central Australia.

The Company's joint venture partners Barrick Gold Corporation, Newmont Mining Corporation and Troy Resources NL have undertaken significant exploration programs during the year which has resulted in a number of new drill targets being generated which require follow up programs.

In addition, the Company has completed further geochemical sampling and drilling on various 100% owned project areas which have also returned positive results requiring follow up programs.

The Company's extensive tenement holdings have potential for gold, copper-gold, platinum/palladium and base metal mineralisation.

$5 -$ State of Affairs

Significant changes in the state of affairs of the consolidated entity during the financial year were as follows:

In September 2002, the Company allotted 21,000,000 ordinary fully paid shares at 20 cents per share pursuant to a placement, raising \$4,200,000 in working capital. Transaction costs of \$137,271 arising from the issue and placement were incurred.²
1. In accordance with the Company's accounting policy relating to exploration and evaluation expenditure, the Directors resolved to write off the carrying value of exploration expenditure relating to project areas on which active and significant operations are not currently in progress or planned. The total amount written off during the financial year was \$1,546,635.

$6^{\circ}$ Environmental Requlation

The consolidated entity's operations, in particular its exploration activities, are subject to environmental regulations under Commonwealth and State lecislation. The Directors believe that the consolidated entity has adequate systems in place for the .
management of the requirements under those regulations, and are not aware of any breach of such requirements as they apply to the consolidated entity.

7. Options

The following options to subscribe for ordinary fully paid shares were granted during the financial year: 350,000 options exercisable at 20 cents each on or before 29 November 2005. (UNLISTED) The following options to subscribe for ordinary fully paid shares are outstanding at the date of this Report: 830,000 options exercisable at 20 cents each on or before 29 November 2003 (UNLISTED) 5,650,000 options exercisable at 20 cents each on or before 29 November 2005. (UNLISTED)

These options do not entitle the holder to participate in any share issue of the Company.

8. Events Subsequent to Balance Date

On 14 August 2003, the Company announced that it had taken a 15% placement (\$1,110,600) in Pilbara Mines Limited (Pilbara), made up of 12.34 million shares at 9 cents each to fund ongoing exploration and to continue the feasibility study of Pilbara's high grade base metal Jaguar Project located 60 kilometres NNW of Leonora. As a result of the placement, Tanami Gold's Managing Director, Denis Waddell has been appointed Managing Director of Pilbara.

Other than the matter noted above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity, in future financial years.

Likely Developments 9.

The consolidated entity will continue to conduct exploration activities on its tenement interests in the Tanami-Arunta Province located in Central Australia. The consolidated entity will also actively seek opportunities to acquire further prospective ground and pursue joint venture possibilities for selective areas of its tenement portfolio.

Directors' and Senior Executives' Emoluments $10.1$

The non-executive members of the Board are responsible for reviewing the remuneration arrangements for the Managing Directorand other senior executives. The Board as a whole is responsible for reviewing the remuneration arrangements of the non-executive Directors. The broad policy is to ensure adequate and appropriate remuneration commensurate with the person's duties and responsibilities and that the remuneration is competitive in attracting, retaining and motivating people of suitable quality.

Details of the nature and amount of each major element of the emoluments of each Director of the Company are:

DIRECTOR .	BASE EMOLUMENT 1	Charles OTHER BENEFITS	$\lceil$ super contributions $\lceil \cdot \rceil$	$\sim$ 14 $\,$
. Mr D P Waddell .	The contract of the contract of . 183.500	. . 10.125	. . 16.500	210.125
. : Mr M E Kavanagh	The commence of the comment The common common 160.500.	The company of the company . 5.407	. . 15.355	181,262
The second second second Mr G E Comb . .	The contract contract of the . 19.260. ,我们也不能不能不能不能不能不能不能不能不能不能不能不能不能不能不能不能不能不能不能	The companies of the companies of the companies of the companies of the companies of the companies of the companies of the companies of the companies of the companies of the companies of the companies of the companies of t	. . 3.340 The Common State Service State the contract of the contract of the contract of the contract of	1.1.1 22,600

作用

The Company does not employ any executive officers.

Further details of Directors' remuneration are contained in Notes 19 and 20 to the Financial Statements.

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Directors' Meetings 11.

The number of Directors' meetings, including meetings of committees of Directors, held in the period each Director held office during the financial year and the number of meetings attended by each Director are: $\frac{1}{2}$

provide a construction of the DIRECTOR and a series and a series and a support		and the property BOARD MEETINGS		AUDIT COMMITTEE MEETINGS	REMUNERATION COMMITTEE MEETINGS
.	HELD	ATTENDED	HELD	ATTENDED	HELD	ATTENDED
. ∽G E Comb-	*Production* .	. .	. 1 1.1.1.1.1	the first property and state the .	Charles and Charles The company	1.11111111111111111111111111111111111 .
. D P Waddell	. The property of	.	.	the Morano and a complete contract of	The company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company	the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company
.	the control of the concentration	The company of the company of the company of	the committee of the committee of the	the More of the control and a second control	. 1 The property of the	the company of the company of the
- M E Kavanagh 化三氯酸盐医双骨的网络美国阿拉伯电影医前庭医眼下的医异胞的医乳白细胞经公司		a shekara ta 1990	Contract Contract Contract	CONSTRUCTION the contract of the contract of the	the company's programs to the

$12.$ Directors' Interests

The relevant interest of each Director in the shares and options of the Company, as notified by the Directors to the Australian Stock Exchange in accordance with \$205G(1) of the Corporations Act 2001, at the date of this report is as follows:

DIRECTOR	The property of	RELEVANT INTERESTS OF DIRECTORS IN SECURITIES OF TANAMI GOLD NL	No and a state
. . . the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company .		CONTRIBUTING SHARES	OPTIONS EXERCISABLE AT 20 CENTS EACH ON OR BEFORE 29/11/05
Mr D P Waddell	The contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of The Contract of The Contract of The Contract . 3,325,001	. 8,612,501	. 3.500.000
TMr M E Kavanagh	The contract of the contract . 97.500	The company of the company 7. 3.023.750	. - ദന ദന
∵ Mr G E Combl and the control of the second control of the control of the three control of the second control of the control of the control of the control of the control of the control of the control of the control of the control of the	The contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of The Contract of The Contract . .067.599.	. 8,167,596	.

13. Indemnification and Insurance of Officers

Indemnification

The Company has agreed to indemnify the following current directors of the Company: Mr G E Comb, Mr M E Kavanagh and Mr D P Waddell and former directors against liability incurred to a third party (not being the Company or any related company) that may arise from their positions as directors of the Company and its controlled entities, unless the liability arises out of conduct involving a lack of good faith.

The Company has also agreed to cover liability for costs and expenses incurred in successfully defending civil or criminal proceedings, or in connection with a successful application for relief under the Corporations Act 2001. It also provides indemnity against costs and expenses in connection with an application where a court grants relief to a director under the Corporations Act 2001.

Insurance Premiums

.
Since the end of the previous financial year, the Company has paid insurance premiums in respect of directors and officers liability insurance for the directors of the controlled entity. In accordance with subsection 300(9) of the Corporations Act 2001 further details have not been disclosed due to confidentiality provisions of the insurance contracts.

Dated at Perth, Western Australia this 26th day of September 2003.

Signed in accordance with a resolution of the Directors:

Amb L Lot

D P Waddell Director

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CORPORATE GOVERNANCE STATEMENT

The Board of Directors recognises the need to maintain the highest possible standards of accountability and best practice in corporate governance. This is achieved through the implementation of sound strategies and controls over resources, functions and assets.

$\mathbf{1}$ Board of Directors

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Board Responsibilities

The role of the Board is to maximise wealth creation and shareholder value in Tanami Gold NL. To achieve this goal it assumes responsibility for overseeing the affairs of the Company by ensuring that they are carried out in a professional and ethical manner and that business risks are effectively managed.

To maximise performance, the Board is charged with overseeing the Company's financial management, for setting and managing annual budgets and for implementing strategic plans, policies, systems and procedures. This also entails reviewing executive and senior management performance and ensuring that the Company has the most appropriate mix of skills to meet its business objectives.

Members of the Board visit the Company's exploration sites for the purpose of maintaining first-hand knowledge of operational activities.

Board Composition.

The Board of Directors currently comprises one Executive Director and two Non-Executive Directors. The Chairman, Mr G E Comb is a Non-Executive Director.

The Company monitors the composition of the Board to ensure that it has the right mix of management skills and technical expertise to meet the challenges of its business.

The composition of the Board is set out in the Directors' Report.

$2.1$ Remuneration of Directors and Executives

The non-executive members of the Board are responsible for reviewing the compensation arrangements for the Managing Directorand other senior executives. The Board as a whole is responsible for reviewing the compensation arrangements for the Non-Executive Directors. "The Board is also responsible for reviewing management incentive schemes, share option schemes, superannuation, retirement and termination entitlements, fringe benefits policies and Directors and Officers liability insurance. policies.

Audit Committee 3.

The Board has determined that the Audit Committee must comprise Non-Executive Directors, presently Mr G E Comb and Mr M E Kavanagh.

Audit Committee meetings are held to review annual and half-yearly financial statements and reports prior to their release to the Australian Stock Exchange. The Committee is also charged with monitoring the performance of the Company's Auditors and for evaluating the adequacy and effectiveness of internal controls. The Executive Director and the external Auditor are invited to attend and speak at these meetings.

Meetings are held as required throughout the year.

Risk Management 4.

The Company has sound management practices in place to offset significant potential risks that may have an adverse impact on the Company's strategic, operational and financial activities.

Environmental and Community relations. £

The Company acknowledges that it is responsible for the care of its landholdings and therefore sets out to minimise the effect of its exploration activities on the environment at all times.

Furthermore, Tanami Gold, in recognition of its community responsibility, has established a policy in which it is committed to developing mutually beneficial relationships with local communities in regions where it operates or proposes to operate. To this end, Tanami Gold establishes and maintains effective and positive communication with members of local communities. The Company will ensure that local residents are properly consulted regarding any development proposed by the Company that may have a social, cultural, economic or historical impact on their community and/or livelihoods.

-17

ś. 10

$\mathcal{L}_{\mathcal{L}}$ Risk Management (continued)

W. Occupational Health and Safety

Tanami Gold is committed to providing a safe and healthy working environment for all staff.

To achieve this goal, its staff and contractors are required to report all hazards and accidents and to practise safe working habits at all times when at site. The Company considers that safety is a collective training in safe working methods and encourages employee participation and involvement in the development of workplace safety programs. Staff are therefore encouraged to attend and contribute to the regular safety meetings held at Tanami Gold exploration sites.

New staff and contractors are required to undergo an induction program to familiarise themselves with policies, procedures and work practices prior to commencing work at any exploration site.

All staff are covered against injury under the various Workers Compensation Acts.

The Company endeavours to conduct its business fairly and does not discriminate against any staff members or potential employee.

Code of Conduct $5.$

The Company has adopted a Policies and Procedures Manual that outlines the policies and procedures which are required to be adopted by all employees so that the Directors and employees conduct themselves in a responsible manner with the highest ethical standards. The Manual is distributed to employees of the Company and its controlled entities. The Directors regularly review this Manual to ensure it reflects sound business practice.

Share Trading 6.

It is the Company's policy to encourage Directors and employees to own shares/options in the Company. In adopting this policy, .
The Company strongly reinforces the obligations of Directors and employees under the Corporations Act 2001 and Australian Stock Exchange Listing Rules in relation to trading in the Company.

7. Continuous Disclosure Compliance

The Company's continuous disclosure compliance enables it to meet its obligations and to ensure that all matters which may require. announcement to the Australian Stock Exchange are brought to the attention of Directors immediately.

8. Communicating with Shareholders

The Board aims to ensure that shareholders are kept informed of all major developments that may arise affecting their shareholding or the Company's state of affairs.

The Company reports to shareholders through its annual report and continuous disclosure through regular releases to Australian Stock Exchange Limited. All shareholders are encouraged to attend the Annual General Meeting to meet the Chairman and .
Directors and to receive an overview of the Company's activities.

The Company maintains an Internet site at www.tanami.com.au to provide shareholders with up-to-date information on the Company's activities.

9.11 External Auditor

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The Board is responsible for reviewing the adequacy of the scope and quality of the annual statutory audit and half year review. It is also responsible for the nomination of the external auditor. The Audit Committee reviews the performance of the external auditor on an annual basis and meets with them as appropriate during the year. The external auditor was appointed in 1995/96 and the present lead audit engagement partner appointed in 2001/2002 is due to be rotated in 2008/09.

STATEMENTS OF FINANCIAL PERFORMANCE

for the year ended 30 June 2003.

pages 22 to 33.

. *******

.

		2003.	Consolidated 2002	2003	Company 2002
	Note	S	S
Other revenue from ordinary activities.		117,018	20,947	323,295	222,845
Exploration and evaluation expenses -		(1,546,635)	$(824,548)$ .	(21)	(801)
Administration expenses weed		(563, 435)	(563, 844)	(207,785)	(204,007)
Provision for non-recovery of loan to controlled entity in the controlled				(2, 108, 541)	(1,385,482)
Provision for diminution in value of investments			(13,308)		(13, 308)
Loss from ordinary activities before related income tax benefit		(1,993,052)	(1,380,753)	(1,993,052)	$\,1.380,753)$
Income tax benefit related to ordinary activities.
Net loss		(1,993,052)	(1,380,753)	(1,993,052)	(1,380,753)

Basic earnings per share		$(1.20 \text{ cents})$	$(0.95 \text{ cents})$

Potential ordinary shares are not considered dilutive and accordingly diluted earnings per share is not disclosed for this reason.

The statements of financial performance are to be read in conjunction with the notes to the financial statements set out on

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STATEMENTS OF FINANCIAL POSITION

as at 30 June 2003.

			Consolidated		Company.
	Note	2003 \$	2002 \$	2003 \$	2002 s
CURRENT ASSETS
Cash assets		2,458,398	444,890	2,416,110	438,047

Receivables.		30,181	9,908	3,547
Total current assets		2,488,579	454,798	2,419,657	438,047

NON-CURRENT ASSETS
Receivables		19,250	-5,000	2,312,449	2,224,383
Other financial assets		159,691	159,691	3,172,924	3,172,923
Property, plant and equipment	9	33,462	-19,539
Exploration and evaluation expenditure	10	5,496,274	5,424,483
Total non-current assets		5,708,677	5,608,713	5,485,373	5,397,306
TOTAL ASSETS		8,197,256	6,063,511	7,905,030	5,835,353


CURRENT LIABILITIES
Payables -	11	228,226	166,168
Provisions	12	64,000	61,990
TOTAL LIABILITIES		292,226	228,158
NET ASSETS		7,905,030	5,835,353	7,905,030	5,835,353

EQUITY

Contributed equity	13	30,388,586	26,325,857	30,388,586	26,325,857
Reserves	14	95,906	.95,906	95,906	95,906
Accumuļated losses	15	(22, 579, 462)	(20, 586, 410)	(22,579,462)	(20, 586, 410)
TOTAL EQUITY		7,905,030	5,835,353	7,905,030	5,835,353

The statements of financial position are to be read in conjunction with the notes to the financial statements set out on pages 22 to 33. $20$

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STATEMENTS OF CASH FLOWS

for the year ended 30 June 2003.

		2003	Consolidated 2002	Company 2003. 2002
	Note	\$	\$	S
Cash Flows from Operating Activities
Cash payments in the course of operations		(554, 854)	$(492, 283)$ .	(1,223)	(1,888)
Cash payments for exploration expenditure.		(1,559,674)	(952, 114)	(21)	(801)
Interest received-		113,470	20,947	113,186	20,726
Net cash provided by/(used in) operating activities	24(b)	(2,001,058)	(1, 423, 450)	111,942	18,037
Cash Flows from Investing Activities
Payments for property, plant and equipment.		(33,913)	(5, 180)
Payments for exploration security deposits		(14,250)
Payments for investments			(22, 180)		(22, 180)
Loans to controlled entity .				(2,209,000)	(1,546,215)
Proceeds from repayment of loans to controlled entity				12,392	96,493
Net cash used in investing activities		(48, 163)	(27, 360)	(2, 196, 608)	(1,471,902)
Cash Flows from Financing Activities
Net proceeds from issue of shares and options		4,062,729	891,856	4,062,729	891,856
Net cash provided by financing activities		4,062,729	891,856	4,062,729	891,856
Net increase/(decrease) in cash held		2,013,508	(558,954)	1,978,063	(562,009)
Cash at the beginning of the financial year		444,890	1,003,844	438,047	1,000,056
Cash at the end of the financial year	24(a)	2,458,398	444,890	2,416,110	438,047

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The statements of cash flows are to be read in conjunction with the notes to the financial statements set out on pages 22 to 33. $\overline{21}$

NOTES TO THE FINANCIAL STATFMFNTS

Summary of Significant Accounting Policies ា.

The significant policies which have been adopted in the preparation of this financial report are;

$(a)$ Basis of preparation

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$(i)$

The financial report is a general purpose financial report which has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

It has been prepared on the basis of historical costs and except where stated, does not take into account changing money values or current valuations of assets.

(b) Exploration and evaluation expenditure

Exploration and evaluation costs are carried forward as an asset in the statement of financial position where right to tenure in the. area of interest is current and:

such costs are expected to be recouped through successful development and exploitation of the area of interest, or .by its sale; or

$\mathbb F$ exploration activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in relation to the area are continuing.

Where a project or area of interest has been relinquished or abandoned, the costs incurred thereon are written off.

Principles of consolidation. $(c)$

The consolidated financial statements of the consolidated entity include the financial statements of the Company and the entity it controlled ("the controlled entity") at the end of the financial year and the results of the Company and the controlled entity during the year. The controlled entity is noted in Note 8. Where an entity either began or ceased to be controlled during the year, the results are included only from the date control commenced or up to the date control ceased.

The balances, and effects of transactions, between controlled entities included in the consolidated financial statements have beeneliminated. Where applicable, outside equity interests in the results and equity of controlled entities are shown separately in the l consolidated financial statements.

Where necessary, dissimilar accounting policies adopted by controlled entities have been amended to ensure consistent policies are adopted within the economic entity.

(d) Taxation

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The consolidated entity adopts the income statement liability method of tax effect accounting.

Income tax expense is calculated on operating profit adjusted for permanent differences between taxable and accounting income. The tax effect of timing differences, which arise from items being brought to account in different periods for income tax and accounting purposes, is carried forward in the statement of financial position as a future income tax benefit or a provision for deferred income tax, except where realisation of the asset is not assured beyond reasonable doubt. Future income tax benefits relating to entities with tax losses are only brought to account when their realisation is virtually certain.

Employee entitlements ${e}$ .

Wages, salaries and annual leave

The provisions for employee entitlements to wages, salaries and annual leave represent the amount which the consolidated entity has a present obligation to pay resulting from employees' services provided up to the balance date. The provisions have been calculated at nominal amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at reporting date...

Employee incentive scheme.

The consolidated entity operates an employee incentive scheme known as the Tanami Gold NL Employee Share Incentive Scheme. Other than the costs incurred in administering the Scheme, which are expensed as incurred, the Scheme does not result in any expense to the consolidated entity.

Summary of Significant Accounting Policies (continued)

$(f)$ Recoverable amount of non-current assets valued on cost basis

The carrying amounts of non-current assets valued on the cost basis, other than exploration and evaluation expenditure, are reviewed to determine whether they are in excess of recoverable amount at balance date. If the carrying amount of a non-current. asset exceeds its recoverable amount, the asset is written down to the lower amount. The write-down is recognised as an expense in the net profit or loss in the reporting period in which it occurs.

Where a group of assets working together supports the generation of cash inflows, recoverable amount is assessed in relation to that group of assets.

In assessing recoverable amounts of non-current assets the relevant cash flows have not been discounted to their present value, except where specifically stated.

Acquisition of assets $(g)$

∢.

All assets acquired, including plant and equipment and intangibles other than goodwill, are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. When equity instruments are issued at consideration, their market price at the date of acquisition is used as fair value. Transaction costs ansing on the issue of equity instruments are recognised directly in equity subject to the extent of proceeds received, otherwise expensed.

(h) Depreciation of property, plant and equipment

Property, plant and equipment, other than freehold land, are depreciated over their estimated useful lives using the straight line method. The depreciation rates used are:..

15-33% plant and equipment

motor vehicles. .
33%

Joint ventures ${i}$

The consolidated entity's interest in unincorporated joint ventures is brought to account by including its interest in the following amounts in the appropriate categories in the Statement of Financial Position and Statement of Financial Performance:

each of the individual assets employed in the joint ventures;
liabilities incurred by the consolidated entity in relation to the joint ventures and the liabilities for which it is jointly and/or severally liable; and
expenses incurred in relation to the joint ventures.

(行 Investments.

Investments in controlled entities are carried in the Company's financial statements at the lower of cost and recoverable amount. Dividends and distributions are brought to account in the Statements of Financial Performance when they are declared by the controlled entities.

Investments in listed companies are measured at fair value, being the current quoted market prices.

休 - Payables

Liabilities are recognised for amounts to be paid in the future for goods or services whether or not billed. Trade accounts payable are normally settled within 60 days.

(i) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the item of the expense.

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Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

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	Consolidated		Company
	2003 5	2002 S	2003. S	2002 S
Revenue from Ordinary Activities 2.
From operating activities:
Management fees charged by parent entity			206,562	202,119
Interest received from other parties	117,018	20,947	116,733	20,726
Total revenue from ordinary activities	117,018	20,947	323,295	222,845
$3^{\circ}$ Loss from Ordinary Activities before Income Tax Benefit
Loss from ordinary activities before income (a) tax benefit has been arrived at after:
Charging as Expense
Depreciation - plant and equipment	18,503	19,651
Less capitalised depreciation expense	(15,022)	(10, 321)
	3,481	9,330
Provision for employee entitlements	2,010	(4,450)
(b) Individually significant items included in the loss from ordinary activities before income tax benefit:
Exploration expenditure written off	1,546,635	824,548		801
Provision for diminution in value of investments		13,308		13,308
Provision for non-recovery of loan to controlled entity			2,108,541	1,385,482
Taxation 4.
Prima facie income tax benefit calculated at 30% (2002: 30%) on the loss from ordinary activities	597,916	414,226	-597,916 .	414,226
Decrease in income tax benefit due to:
sundry items	(1,427)	(6,905)		- (60)
net increase in provisions	(1,314)	(2,327)	(632,562)	(419, 637)
exploration expenditure written off	(463,990)	(247, 364)	(6)	(240)
gain on lapse of options		(276, 070)		(276,070)
Increase in income tax benefit due to:
», syndry items		1,658
exploration expenditure claimed	:485,528	304,934		240
Future income tax benefit not brought to account	(616, 713)	(188, 152)
Transfer of losses from controlled entity			34,646	281,541

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A. Taxation (continued)

Estimated future income tax benefits attributable to tax losses carried forward (calculated at the rate of 30%) amounting to approximately \$5.6 million (2002; \$5.0 million) have not been brought to account at 30 June 2003 because the Directors do not regard realisation of the future income tax benefits as virtually certain. These benefits will only be obtained if:

the relevant company derives future assessable income of a nature and of an amount sufficient to enable the benefit to be $\cdot$ 1. realised, or the benefit can be utilised by another company in the consolidated entity in accordance with Division 170 of the Income Tax Assessment Act 1997; ia, n a di Paris de Caractería.
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the relevant company and/or the consolidated entity continues to comply with the conditions for deductibility imposed by $2.1$ law; and...
no changes in tax legislation adversely affect the relevant company and/or consolidated entity in realising the benefit. $\mathcal{R}_{\mathcal{L}}$

During the financial year, legislation was enacted to allow groups, comprising of a parent entity and its Australian resident wholly owned entities, to elect to consolidate and be treated as a single entity for income tax purposes. The legislation, which includes both elective and mandatory elements, is applicable to the Tanami Group. As at 30 June 2003, the directors of the Company (and the subsidiary) have not made a decision to elect to be taxed as a single entity. In accordance with UIG 39 "Effect of Proposed Tax. Consolidation Legislation on Deferred Tax Balances", the financial effect of the legislation has not been brought to account in the financial statements for the financial year ended 30 June 2003.

	Consolidated			Company -
	2003	2002	2003.	2002
	\$	\$	\$	S

5. Auditor's Remuneration

Amounts received, or due and receivable,
by the auditor - KPMG - for:
Auditing the financial statements	13,700	12,711	13,700	42,714
Other services	5,200	7,050	5,200	7,050
	18,900	19,761	18,900	19,761

Cash Assets ó.
Cash at bank and on hand	238,431	444,890	$-196, 143$	438,047
Bank short term deposits	2,219,967		2,219,967
	2,458,398	444,890	2,416,110	438,047

Receivables 7.
Current
Sundry debtors	30,181	9,908	3,547

Non-Current
Other debtors	-19,250	5,000
Loan to controlled entity			-19,350,735	17,154,127
Provision for non-recovery of loan			(17,038,286)	(14,929,744)
	19,250	5,000	2,312,449	2,224,383

The loan to the controlled entity is unsecured, interest free and of no fixed term. The loan is provided to fund exploration expenditure by the controlled entity. Accordingly, the ultimate recoupment of the loan and the investment in the controlled entity is dependent upon successful development and commercial exploitation, or alternatively, sale of the respective areas.

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	Consolidated 2003.	-2002.	2003.	Company 2002


8. Other Financial Assets
Securities in listed entity - at cost [Note 8(a)]		$-310,602$ $-210,602$ $-210,602$		$-310,602$ :
Less provision for diminution in value $\Box$	(150, 911)	(150, 911)	(150,911)	(150, 911)
	159,691	159,691	159,691	159,691
Shares in controlled entity - at cost [Note 8(b)].			3,085,938	3,085,938
Less provision for diminution in value.			(72, 706)	(72,706)
			3,013,232	3,013,232
	159,691	159,691	3,172,923	3,172,923

Tanami Gold NL currently holds 4,435,862 [2002: 4,435,862] ordinary fully paid shares and 2,217,931 [2002: 2,217,931] options, exercisable at 15 cents each on or before 31 March 2005, in Glengarry Resources Ltd (ACN 009 468 099) (GGY) a junior exploration. company. At balance date, the shareholding represented approximately 4.0% [2002: 4.1%] of the issued capital of GGY. The investment is carried at net written down value, which was also the market value of the securities as at 30 June 2003.

8(b) Shares in controlled entity

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(C Tanami Exploration NL And the chronical different final display clearly be a final displayed in the		. 1
$\Box$ ACN 063 213 598 (incorporated in WA) $\Box$ $\Box$ $\Box$ $\Box$ $\Box$ $\Box$ $\Box$ $\Box$	3,013,232

The second company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the c The extended that a the extended that the extended that the extended that the experimental problem of the control of the control of the control of the control of the control of the control of the control of the control of . .	.	Service	.	.
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the contract of Property, Plant and Equipment

The Magazine Re Plant and equipment at cost	$-356,308$	$323,882$ .
- Less: accumulated depreciation	(322, 846)	(304, 343)
	33,462	19,539
Motor vehicles at cost	$-199.402$	$-199.402$
"Less: accumulated depreciation.	(199,402)	(199, 402)

	33,462	19,539

.
N. O. T. E. S. A. T. O. M. T. H. E. A. F. M. A. N. A. N. C. 3. A. L. M. S. X. A. T. E. M. E. N. T. S

	Consolidated		Company
	2003.	2002	2003.	2002

	\$	\$	\$	5


Property, Plant and Equipment (continued)


Reconciliations
$\beta$ . Reconciliations of the carrying amounts for each class of $\beta$

property, plant and equipment are set out below:-

Plant and equipment.
Carrying amount at beginning of year	19,539 ·	32,524

Additions	32,426	6,666


Disposals.

Depreciation	(18, 503)	(19,651)

Carrying amount at end of year.	33,462	19,539


10. Exploration and Evaluation Expenditure

Exploration and evaluation tenements (at cost net of
amounts written off) [Note 10(a)]	5,496,274	5,424,483

10(a) Exploration and evaluation expenditure


Costs carried forward in respect oft,

areas of interest in exploration and/or-
evaluation phase

acquisition costs of tenements :	2.370.010

.

.
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The ultimate recoupment of exploration and evaluation .
expenditure is dependent upon successful development . and commercial exploitation, or alternatively, sale of the respective areas.

11. Payables

Current (unsecured)
Trade creditors		152.KQ7
Other creditors and accruals	36.889	13.471
	228,226	166,168

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12. Provisions

Current the state of the state of the state	.	In the second part of the second part of the second	. . . .
Employee entitiements Contract Contract Contract
of a research control on the collection . Harris .

$27$

The controlled entity has 6 equivalent full time employees as at 30 June 2003 (2002: 5). بلا جنوب البلاد البلادية

		Consolidated		Company
	2003. \$	2002 s	2003. s	2002 s
Contributed Equity 13.
Share capital 165,748,902 [2002: 144,748,902] ordinary shares, fully paid	29,557,096	25,494,367	29,557,096	25,494,367
85,074,451 [2002: 85,074,451] contributing shares, issued at 20 cents each and paid to 1 cent each	831,490	831,490	831,490	831,490
	30,388,586	26,325,857	30,388,586	26,325,857
Movements in contributed equity.
Balance at beginning of year.	26,325,857.	25,396,081	26,325,857	25,396,081
Shares issued
.21,000,000 (2002: 605,000) shares issued for cash [Note $13(a)$ ]	4,200,000		4.200,000
Nil (2002: 1,000,000) shares issued in consideration for drilling services i		120,000		120,000
Nil (2002: 72,374,451) contributing shares issued for . cash pursuant to pro rata entitlement issue		723,744		723,744
Nil (2002: 11,700,000) contributing shares issued for cash pursuant to placement.		117,000		117,000
Transaction costs arising from issues for cash.	(137.271)	(40,968)	(137.27	(40, 968)
Nil (2002: 1,000,000) contributing shares issued as consideration for the acquisition of mining tenements		10,000		10,000
Balance at end of year	30,388,586	26,325,857	30,388,586	26,325,857

Balance at end of year

Notes:

In September 2002, 21,000,000 ordinary shares were issued at 20 cents each via a share placement. $13(a)$

Terms and conditions of ordinary shares

Holders of ordinary shares are entitled to receive dividends that are declared from time to time and are entitled to one vote pershare at shareholders' meetings, in the event of a winding up of the Company, ordinary shareholders rank after creditors.

Terms and conditions of contributing shares

Contributing shares rank equally in all respects with ordinary shares on issue. The contributing shares are a type of partly paid share and are paid to the extent of 5%. Accordingly, in the event of a poll being held at a shareholders' meeting, each contributing share has 5% of a vote.

The directors make a call upon the contributing shareholders to pay the whole or portion of the balance of the issue price. The directors have resolved that no call will be made in respect of the contributing shares before 29 February 2004. A shareholder canelect to pay a call or the shares will be forfeited. In the event of winding up of the Company, all assets which may be legally distributed amongst the shareholders will be distributed in proportion to the shares held by them, irrespective of the amount paid. up on a share. Contributing shareholders participate in dividends also irrespective of the amount paid up on a share.

Options

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The following options were granted by the Company during the year:

350,000 options exercisable at 20 cents each on or before 29 November 2005 [14] (UNLISTED)

The following options to subscribe for ordinary fully paid shares are outstanding at balance date:

830,000 options exercisable at 20 cents each on or before 29 November 2003 [14] (UNLISTED)

5,650,000 options exercisable at 20 cents each on or before 29 November 2005 -(UNLISTED)

.

.
. .
.
		.
	95,906	a concern concern 95,906	. 95.906	. 95,906

Nature and purpose of reserve Capital Reserve

Upon disposal of revalued assets, any related revaluation increment standing to the credit of the asset revaluation reserve is transferred to the capital reserve.

15. Accumulated Losses

Accumulated losses at the beginning of the year			$(20,586,410)$ $(20,125,889)$ $(20,586,410)$	(20, 125, 889)

Net loss			$(1,993,052)$ $(1,380,753)$ $(1,993,052)$ $(1,380,753)$

. Transfer from share option reserve $\sim$		920.232		920,232

-Accumulated losses at the end of the year	(22,579,462).	(20,586,410)	(22,579,462)	(20,586,410)

16. Contingent Liabilities

There is the risk that native title exists over the land over which the consolidated entity holds tenements. It is impossible at this stage to quantify the impact (if any) which these developments may have on the operations of the consolidated entity. Native title claims have been made and determined over land in which the consolidated entity has an interest.

$17.$ Commitments

$\left($ 0 The consolidated entity has certain obligations to perform minimum exploration work on mineral leases held, These obligations may vary over time, depending on the consolidated entity's exploration program and priorities. These obligations are also subject to variations by negotiation, joint venturing or relinquishing some of the relevant tenements. As at balance date, total exploration expenditure commitments of the consolidated entity which have not been provided. for in the financial statements amount to \$2,029,000 per annum (2002: \$829,000).
$(i)$ Tanami Gold NL has provided an undertaking to continue providing financial support to its controlled entity, Tanami Exploration NL.

Employee Share Option Plan $18.$

The consolidated entity operates an employee incentive scheme known as the Tanami Gold NL Employee Share Incentive Scheme ("Scheine").

During the year, 350,000 options exercisable at 20 cents each on or before 29 November 2005 were granted under the Scheme.

No options issued under the Scheme in previous years have been exercised to date.

Unissued ordinary shares of the Company under option are:

.	Expiry Date	. Exercise Price	. Number of Options	Proposition and a series are a series and prove
. $\cdots$ . $\sim$	29 November 2003	. 20 cents.	.
. . and the first financial	29 November 2005 .	. 20 cents. . To a company of the	. . 650.000

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The market value of shares under these options at 30 June 2003 was 11.5 cents (2002: 23 cents).

	Consolidated and Company 2003	2002.
	\$	S
Remuneration of Directors and Executives 19.
Directors' remuneration
The number of Directors of the Company whose income from the Company or any related party falls within the following bands:
	Number	Number
$$^{5}$ 20,000 S 29,999
$5 - 169,999$ $-160,000$ \$.
\$ 189,999 \$780,000
$-5 - 209,999$ \$1,200,000
$$^{+}$ 210,000 $$^{+}$ 219,999.

Total income paid or payable, or otherwise made available, to all Directors of the Company.
and controlled entities from the Company or any related party	429,855	396,044
Executives' Remuneration.
The number of executive officers of the Company and of controlled entities, whose remuneration from the Company falls within the following bands:
	Number	Number
$$-.160,000$ $[$ $5.5 - 169,999$
$$180,000 \sim .5 \sim 189,999$
$$-200,000$ $$-209,999$
$$-210,000$ . - 219,999

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Related Party Information $20.1$

Directors

The following persons were Directors of the Company during the year ended 30 June 2003:

Mr D P Waddell

Mr M E Kavanagh
Mr G E Comb

Directors' holdings of Shares and Share Options

The aggregate number of shares and share options held by Directors of the Company and their Director-related entities at balance date were as follows:

Class of Share or Option Election 2006 Class of Share or Option
	2003	2002
: Ordinary shares i	4.290.100	the state of the 5.010.801
. .Contributing shares	19.537.902	the state of the 19.537.902
Options exercisable at 20 cents on or before 29 November 2005.	5.300.000	. -5.300.000
a kontegativna predstava s 11. červenskog predstava i 11. stopnja se predstava predstava i 12. stolet i 11. červenske časti

Directors' transactions with the Company or its controlled entity

During the year, Mr Cornb provided technical consultancy services to the Company or its controlled entity on terms no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-director. related entities on an arm's length basis. The aggregate amount recognised for these services was \$18,150,

Wholly-Owned Group

Details of the Company's interest in a wholly-owned controlled entity are set out at Note 8. Details of dealings with this entity are set out below.

Loans

The loan to the controlled entity is unsecured, interest-free and of no fixed term. The loan is provided primarily to fund exploration expenditure by the controlled entity. Accordingly, the ultimate recoupment of the loan is dependent upon successful development and commercial exploitation, or alternatively, sale of respective tenement interests.

Other Transactions

The Company charges the controlled entity a management fee for services provided. The fee is in the normal course of business.

Balances with Controlled Entity

The aggregate amount receivable from the wholly-owned controlled entity by the Company at balance date is \$19,350,735 [2002: \$17,154,127).

21. Interest in Joint Ventures

Current joint venture equities are as follows:
Joint Ventures	Managers	interest	Principal Activity
-Larranganni *	BGAL**	41.5% (2002: 92.5%)	Gold Exploration
Western Australian	BGAL ^**	49.0% (2002: 100%)	Gold Exploration
Northern Territory	BGAL**	49.0% (2002: 100%)	Gold Exploration
Lake Mackay	Newmont#	100% (2002: 60%)	Gold Exploration
Mt Solitary	TGNL	Earning 60% (2002: 60%)	Gold Exploration
Yuendumu	TGNL	Earning 80% (2002: 80%)	Gold Exploration
Kintore	TGNL	Earning 28.0% (2002: 17.15%)	Gold Exploration
The State of August 2014 State		计绝对程序经人工资本经预算人名英格兰	the second contribution of the company of the

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BGAL - Pe Barrick Gold of Australia Limited GRNE Glengarry Resources NL Newmont - Newmont Australia Limited TGNL Tanami Gold NL * GRNL retain 7.5% free carried interest

** BGAL have earned a 51% interest.

Newmont earning 60%

			2003 \$	2002 \$

21 Interest in Joint Ventures (continued)
Included in the assets and liabilities of the consolidated entity are the following items, which represent the consolidated entity's interest in the assets and liabilities employed in the above joint ventures:
Non-Current Assets
Exploration and evaluation expenditure			5,153,350	5,061,350
Total Assets			5,153,350	5,061,350

Segment Information 22.1
The consolidated entity operates predominantly in the gold exploration industry in the Tanami region of Australia.

Earnings Per Share 23.
			Number of shares
the contract of the constitution and approximate the contract of the contract Weighted average number of ordinary shares used as the denominator in
the calculation of basic earnings per share			165,745,091	145,825,483
Potential ordinary shares are not considered dilutive and accordingly diluted earnings per share is not disclosed for this reason.


	Consolidated		Company.
	2003.	2002 S	2003.	2002

Notes to the Statement of Cash Flows 24.1
Reconciliation of cash (a) …
For the purposes of the statements of cash flows, cash includes. cash on hand and at bank and short term deposits at call, net of outstanding bank overdrafts. Cash as at the end of the financial year as shown in the statements of cash flows is reconciled to the related items in the statements of financial position as follows:
		444,890
Cash assets	2,458,398		2,416,110	438,047
Reconciliation of net cash flow from operating (b) activities to loss from ordinary activities

Loss from ordinary activities	(1,993,052)	(1,380,753)	(1,993,052)	(1,380,753)
Add/(less) non-cash items
Exploration expenditure written off	1,546,635	824,548	21	801
Provision for non-recovery of loan. Amounts set aside to provisions	:2,010	$-(4,450)$	2,108,541	1,385,482
Depreciation	18,503	19,651
Provision for diminution in investments.		13,308		13,308
Net cash (used in)/provided by operating activities before
changes in assets and liabilities	(425,904)	(527,696)	115,510	18,838
Changes in assets and liabilities during the financial year:
(increase) in capitalised exploration expenditure	(1,618,426)	(871,737)	(21)	(801)
(Increase)/Decrease in receivables	(20, 273)	$-(7,674)$	(3,547)

25. Financial Instruments Disclosure

$(a)$ Interest Rate Risk Exposure

Cash includes funds held in commercial bills and in cheque and business management accounts, which during the year earned interest at rates ranging between 0% and 4.90%, depending on account balances.

All other financial assets and liabilities are non-interest bearing.

$(b)$ Credit Risk Exposures

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.

The credit risk on financial assets of the consolidated entity which have been recognised in the statement of financial position, is the carrying amount, net of any provision for doubtful debts.

The consolidated entity's exposure to credit risk arises primarily from the mining industry.

The consolidated entity is not materially exposed to any individual overseas country or individual customer.

Net Fair Values $(c)$ .

The financial assets and liabilities included in assets and liabilities in the statement of financial position are carried at amounts that approximate net fair values. The fair value of investments in listed companies is disclosed at Note 8(a).

Events Subsequent to Balance Date 26.

Effective 4 July 2003, Mr Martin Kavanagh ceased employment as an executive director of Tanami Gold NL and has continued in the capacity of a non-executive director. In accordance with the terms of Mr Kavanagh's employment agreement, a gross payment of \$140,000 was made.

The financial effect of these transactions have not been brought to account in the financial statements for the year ended 30 June. 2003.

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DIRECTORS DECLARATION

In the opinion of the Directors of Tanami Gold NL.

the financial statements and notes, set out on pages 19 to 33, are in accordance with the Corporations Act 2001, including: ์ (a) ∴์
giving a true and fair view of the financial position of the Company and consolidated entity as at 30 June 2003 and of their performance, as represented by the results of their operations and their cash flows, for the year ended on that date; and
(ii) Complying with Accounting Standards and the Corporations Regulations; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they have become due and payable.

Dated at Perth this 26th day of September 2003

Signed in accordance with a resolution of the directors;

Ounts Land

D P Waddell Director

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INDEPENDENT AUDIT REPORT TO MEMBERS OF TANAMICOLD NL

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both Tanami Gold NL (the "Company") and the Consolidated Entity, for the year ended 30 June 2003. The Consolidated Entity comprises both the Company and the entities it controlled during that year.

The directors of the Company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the Company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Australian Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Company's and the Consolidated Entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Independence

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In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Audit opinion

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In our opinion, the financial report of Tanami Gold NL is in accordance with:

the Corporations Act 2001, including: $\hat{a}$

giving a true and fair view of the Company's and Consolidated Entity's financial position as at 30 June 2003 and of their performance for the financial year ended on that date; and

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complying with Accounting Standards in Australia and the Corporations Regulations 2001; and 11.

other mandatory professional reporting requirements in Australia.

سم الموقع العمل.
المحل кмес

Dictant D P McCOMISH Partner

Perth 26 September 2003

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SHAREHOLDER INFORMATION

Distribution of Equity Securities as at 30 September 2002:

. Number of Securities Held	Ordinary Shares	Personal and a straight and a straight Contributing Shares
1956 - Januari Andrej Maria (h. 1986). 1967 - Andrej Maria (h. 1986). Andrej Maria (h. 1986). Andrej Maria (h. ∴ J $\sim$		.
. - 1.001. $\sim$ $-$		and the company of the
. -5,001 $\sim$		. . ŧСC
ing a basilic component communication of the communication of the communication of the communication of the communication of the communication of the communication of the communication of the communication of the communic $-10.001$ . $\sim$
$-100$ over	.
- Total number of holders	. An international contract in the contract of the communication of the communication of the fact of the fact of

Holders of less than a marketable parcel as at 30 September 2003:

Ordinary Shares - ... 409 (699,891 shares).
Contributing Shares -354 (1,187,896 shares)

Substantial Shareholders as at 30 September 2003

The details of substantial shareholders as set out in notices given to the Company are:

- Barrick Gold of Australia Limited. $\sim$ $\sim$ $\sim$ 12,275,000 Ordinary Shares. $\sim$

M&G Investment Management Limited - 10,213,054 Ordinary Shares.

Voting Rights

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On-Market Buy Back

There is no current on-market buy back.

Top 20 Shareholders - Ordinary Fully Paid 20 Cent Shares

	Holder	Units Held	% of Units Issued
	J P Morgan Nominees Australia Pty Ltd	27,015,072	16.30%
2.	National Nominees Limited	14,974,258	9.03%
3.	Citicorp Nominees Pty Ltd	13,867,197	8.37%
4.	Barrick Gold of Australia Limited	12.275.000	7.41%
5.	Chanrich Properties Pty Ltd	8,000,000	4.83%
6.	Zero Nominees Pty Ltd	4,500,000	2.71%
7.	ANZ Nominees Limited	3,664,500	2.21%
8.	Tarney Holdings Pty Ltd	3,325,001	2.01%
-9.	Hugh Green Properties Limited	3,176,000	1.92%
10.	HSBC Custody Nominees	2,505,500	1.51%
11.	Newport Securities Pty Ltd	2.500.000	1.51%
12.	PAPL EBSCO Pty Ltd	2,000,000	1.21%
13.	Westpac Custodian Nominees Ltd	1,826,600	1.10%
14.	Troy Resources NL	1,700,000	1.03%
$-15.$	Faustus Nominees Pty Ltd	1,593,752	.96%
16.	Yandal Investments Pty Ltd	1,500,000	.90%
17.	Lillis Terry and Alison	1.000.000	.60%
18.	Cogent Nominees Pty Limited	900.000	.54%
19.	Gannon Investments Pty Ltd	813,898	.49%
20.	NCN Management Pty Ltd	700,000	.42%
	TOP 20 TOTAL	107 834 778	AS AA%

$36\,$

	Holder	Units Held	% of Units Issued
	Tarney Holdings Pty Ltd	8,612,501	10.12%
s. 2.	Bluedale Pty Ltd	8,167,596	9.60%
З.	Glengarry Resources Limited	7,000,000	8.23%
4.	Chanrich Properties Pty Ltd	5,260,642	6.18%
5.	Citicorp Nominees Pty Limited	4,718,973	5.55%
6.	National Nominees Limited	2,900,000	3.41%
7.	Conway Bay Pty Ltd	2,523,750	2.97%
÷8.	Faustus Nominees Pty Ltd	2,266,876	2.66%
-9.	Hugh Green Properties Ltd	2,088,000	2.45%
10.	J P Morgan Nominees Australia Ltd	2,000,000	2.35%
11.	Yandal Investments Pty Ltd	1,750,000	2.06%
42.	Waddell Francine Louise	1,500,000	1.76%
13.	Zero Nominees Pty Ltd	1,498,000	1.76%
$-14.$	Newport Securities Pty Ltd	1,450,000	1.70%
15.	RP&DJ Hansen Pty Ltd	1,038,000	1.22%
16.	Fortis Clearing Nominees	1,000,188	1.18%
17.	Troy Resources NL	1,000,000	1.18%
18.	Prism Nominees Limited	967,500	1.14%
-19.	Clodene Pty Ltd	850,000	1.00%
.20.	Keene Helen	800,000	.94%
	TOP 20 TOTAL	57,392,026	67.46%

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Top 20 Shareholders - Contributing Shares issued at 20 cents per share and paid to 1 cent each

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SCHEDULE OF MINERAL TENEMENTS

		Granted From	Expiry Date	Blocks
Western Australia
	Western Australian Joint Venture (TGNL 49%, Barrick 51%)
E80/1512*	Oasis	$-28/07/93$	27/07/03	-70
E80/1514	Billiluna Central	09/12/93	08/12/03	31.
E80/1515	Billiluna East	09/12/93	08/12/03	30.
E80/1518	Schultz Cairn	-23/12/93	-22/12/03	64.
E80/1526	Tent Hill	03/12/93	02/12/03	70
E80/1735	Slatey Creek	15/03/94	14/03/04	70
E80/1802*	Afghan Extended	09/05/94	08/05/03	51.
E80/1993	Bandicoot.	03/01/95	02/01/04	$-18$
E80/1994	Carnel -	03/01/95	02/01/04	50
E80/1995	Schultz East	03/01/95.	02/01/04
E80/2214	Little Afghan	Application
E80/2274	Bloodwood Bore	Application		36.
E80/2298	Pussycat Bore	Application		24
E80/2371	Nora Range	Application		22,
E80/2391	Selby Hills	-19/10/00.	18/10/05
E80/2452	Fritz	19/10/00	18/10/05	37.
E80/2453	Gardner i	19/10/00.	18/10/05	15
E80/2528	Afghan East -	29/01/01	28/01/06
P80/1329-35	-Schultz East	Application		E325 hectares
	Larranganni Joint Venture (TGNL 41.5%, GRNL 7.5%#, Barrick 51%)
E80/1905*	Larranganni Central	06/09/94	05/09/03	62
E80/1965	Dromedary	20/10/94	19/10/03	10
E80/1976	Watts Rise	21/10/94.	20/10/03	70
E80/1986	Bramall Hills	21/10/94	20/10/03	50
E80/2036	Larranganni North	17/02/95	16/02/04
E80/2037	Larranganni South	17/02/95	1.6/02/04	21
E80/2091	Watts Rise East	31/10/95	30/10/04	62
E80/2133	Killi Killî Hills	Application -		24
E80/2390	Killi Killi South	19/10/00	18/10/05	52
E80/2509	Matts Rise West	19/10/00	18/10/05
	Western Australia (TGNL 100%)
E80/3132	· Selby North	23/09/03	22/09/08	- 18
WESTERN AUSTRALIA TOTAL				Approximately 3,320 km ²
	* Extension of term applied for.
	# Glengarry Resources retain a 7.5% free carried interest

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		Granted From	Expiry Date	Blocks
Northern Territory
	NT Joint Venture (TGNL 49%, Barrick 51%)
EL5888	Supplejack	22/08/02	21/08/08	155
EL5889	Birrindudu.	22/08/02	21/08/08	197
EL8809	North Breaden	17/10/02.	16/10/08	25.
EL9788	Six Block	22/08/02	21/08/08	6.
EL10139	SW Pargee	17/10/02	16/10/08	110
EL22965.	Bluebush	13/02/03	12/02/09	68.
EL23472	Birrindudu Two	28/01/03	27/01/09.	62
	GRANITES-TANAMI PROJECTS
	Mt Davidson Project (TGNL 100%)
EL7.109	– Mt Davidson-	-29/03/99.	28/03/05	$\sqrt{5}$
MCS(A)233/4 Make Ruth		Application		80 hectares
	Suplejack North Project (TGNL 100%)
EL(A)23523	Supplejack North	Application		120.
	Highland Rocks Project (TGNL 100%)
EL(A)10306	Russet SW	Application.		109.
SEL(A)22156	Nardudi 2	Application.		475.
EL(A)23898	Russet Ridge	Application		185
Solitaire Project (TGNL 100%)
EL10216	Solitaire	27/09/00	26/09/06	289
EL10217	Theo	27/09/00	26/09/06	140
EL(A)22554	Stud Holme	Application		500.
EL(A)22555	Walkeley	Application		500
EL(A)23487.	Lander.	Application.		-178
EL(A)23488	Mt Barkly	Application		75.
LAKE MACKAY PROJECTS
	Lake Mackay Joint Venture (TGNL 100%, Newmont earning 60%)
EL8694	Sandord I	22/08/02	21/08/08	408
EL(A)8695	Sandford Cliffs	Vetoed (5 years)	02/06/03	433
EL8696 EL8697	Redvers	22/08/02	21/08/08	478
EL(A)9343	Redvers North Egerton.	22/08/02 Vetoed (5 years)	21/08/08	475 331
EL9442	Superior	22/08/02	02/06/03 21/08/08	474
EL9449	Victoria	22/08/02	21/08/08	177
EL(A)10305	McEwin Hills	Vetoed (5 years)	12/06/03	26,
EL(A)23725	St.Claire	Application		64
EL(A)2396.4	Placid:	Application		384

	Mt Doreen Project (TGNL 100%)
EL10063 EL10064	Mt Singleton	30/10/01 30/10/01	29/10/07	256 432
EL10169	Buger Creek		29/10/07
EL10407	Saltbush Bore Silver King	30/10/01 30/10/01	29/10/07 29/10/07	29. 423.
EL22771.	Mt Hardy	30/10/01	29/10/07	280
EL23460	Yaloogarde Creek	12/03/03	11/03/03	114
EL(A)23641	Singleton North	Application		280.
EL(A)23925	Atlee Creek	Application.		153
EL(A)23968	Rock Hill	Application.		333
EL(A)23990	Mt Hardy East	Application.		39,

Sk. j.
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D tica. ردا عقدية $\begin{bmatrix} 2 \ 3 \end{bmatrix}$

		Granted From	Expiry Date	Blocks
	LAKE MACKAY PROJECTS (continued) - Yuendumu Joint Venture (TGNL 60% - earning upto 80%)
E18434	Nicker.	48/04/00	17/04/06	445
	CENTRAL AUSTRALIAN PROJECTS Alcoota Project (TGNL 100%)
EL9801	Spinifex Bore	28/07/03	27/07/09	500
EL9802	Kuraljin Bore	28/07/03	27/07/09	472
EL9803	Alcoota	28/10/02	27/10/08	470
EL9804	Waite River.	28/10/02	27/10/08	144
EL9805	Woodgreen	28/07/03	27/07/09	462
EL9806	Delmore Downs	18/11/02	17/11/08	202
EL9836	Bangtail Bore	13/08/03	12/08/09	127
EL22916	Ongeva	10/07/02	09/07/08	59
EL22924	Deiny	23/12/02	22/12/08	498
	Home of Bullion Project (TGNL 100%)
EL9799	Home of Bullion	07/01/03	06/01/09	-49.
EL10050	Millionaire's Well:	06/02/03	05/02/09	13.
EL10051	llioquara.	06/02/03	05/02/09	46.
EL23122	Krakatoa	06/02/03	05/02/09	497
EL23651	Wood Duck Creek	11/04/03	10/04/09	103
	Napperby Project (TGNL 100%)
EL9814	Anningie	04/03/03	03/03/09	33.
EL22387	Hanson	26/03/03	-25/03/09	74
EL(A)22936	Ti Tree	Application-		205
EL23483	Mt Judith TI Tree West	23/12/02	22/12/08	400 25
EL(A)23484 EL(A)23485	Woodforde	Application Application		110
EL23486	Ingalian Creek	23/12/02	22/12/08	73

EL(A)9807	Mt Liebig Project (TGNL 100%) Mt Liebig	Application.		254
EL(A)9809	Papunya	Application		228
EL9837 - . $\sim$ $\sim$	- Derwent Downs	28/10/02	27/10/08

	Epenarra Project (TGNL 100%)
EL9855.	Epenarra	04/03/03	03/03/09	90
	Harts Range Project (TGNL 100%)
EL10078	Mt Riddoch-	05/09/01	04/09/07	82
EL10142	Brumby Dam	21/05/02	20/05/08	157
EL10158	Mt Ruby.	21/05/02	20/05/08	181
EL10302 EL22917	Mt Chapman Eldorado :	31/01/02 10/07/02	30/01/08 09/07/08	100 500
EL22919-	indiana	01/10/02	30/09/08	350
EL22920	Huckitta Creek	13/09/02	12/09/08	200
EL23184	Oneva Creek	28/02/03	27/02/09	3.
EL23185	Mt Coghlan	28/02/03	27/02/09	37.
EL23190	Christmas Creek	28/02/03	27/02/09	28
EL23191	Lizzie Creek	.28/02/03	27/02/09	÷6,
EL23192	Atnarta Creek	28/02/03	27/02/09	14
EL23193	Mt Muriel	-23/12/02	22/12/08	8
EL23194	Ambulbinya	23/12/02	22/12/08
EL23195	Inkamulla Creek	23/12/02	22/12/08	3
EL23365	Spriggs Creek	23/12/02	22/12/08	15
EL23366	Mt Palmer	23/12/02	22/12/08	30
	Plenty Dam	25/08/03	24/08/09	23

$40$

a.
Heriotzak

وأبديك

i dia m

s.
Serika

		Granted From	Expiry Date	Blocks
	Burt Plain Project (TGNL 100%)
EL10401.	Yambah	06/12/01.	05/12/07.	83
EL22921	Titra	28/10/02	27/10/08	500
EL22922	Burt -	23/12/02	22/12/08.	500
EL22923.	Strangways	28/08/02	27/08/08	498
	Winnecke Project (TGNL 100%)
EL9528	North Rankin	09/09/96	08/09/04	18
EL9529.	Turners	14/05/02	13/05/08	57.
EL9774	Wombat	14/05/02	13/05/08	47.
EL10359	Randalls	06/12/01.	05/12/07	80
EL10360	Ambalindum	06/12/01	05/12/07.	84
EL10404	Mordor.	21/05/02	20/05/08	60,
EL22625	Hale River	06/12/01	05/12/07	111
EL22759.	Gecko	02/04/02	01/04/08	-5
EL22761	Harry Creek	02/04/02	01/04/08	188
EL22918.	Arltunga	26/04/02	25/045/08	92.
EL23650	Depot Creek	11/04/03	10/04/09
	Huckitta Project (TGNL 100%)
EL23636.	Yam Creek .	26/05/03	25/05/09	30.
EL23637.	Mt Baldwin	41/04/03	10/04/09	86.
EL(A)23827	Atula Creek.	Application		406
	Reynolds Range Project (TGNL 100%)
EL(A)23923	Mt Treachery	Application		372
EL(A)23924.	Anmatiira.	Application,		496
EL(A)23926	Ngadiri	Application		487.
EL(A)23927.	Yinabalbu	Application.		486
EL(A)23991.	Beantree	Application		35.
	Mt Solitary Joint Venture (TGNL earning 60%)
EL9887.	≅Highway -	08/07/03	07/07/09	112
EL(A)9888	्रीं Tree East	Application		-174
EL(A)9889	Mt Solitary	Application		453
EL10405	Mt Skinner	08/07/03		343
	Kintore Joint Venture (TGNL earning 17.5%)
EL5742	initi.	27/06/03	.26/06/09.	81
EL23414.	Worman Rocks	27/06/03	26/06/09	411
EL(A)23966.	The Dam .	Application		104
EL(A)23967	Ligertwood Cliffs	Application		167
	NORTHERN TERRITORY TOTAL			Approximately 72,317 km
TOTAL AREA HELD Approximately 75,637 km