TANAMI GOLD NL

15 June 2007

The Manager Company Announcements office ASX Limited Exchange Centre Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir

NOTICE OF MEETING

Please find attached Notice of Meeting to be despatched to shareholders on 18 June 2007.

Yours faithfully Tanami Gold NL

Remin Washer ┙

Denis Waddell Executive Chairman

NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

This Notice of General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your investment or other professional adviser.

For a general meeting to be held on Tuesday, 17 July 2007 at 10.00am (WST) at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

NOTICE OF GENERAL MEETING

Notice is given that a general meeting of shareholders of Tanami Gold NL (Tanami or Company) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia at 10.00am (WST) on Tuesday, 17 July 2007.

AGENDA

Resolution 1 – Ratification of Issue of 104,000,000 Shares (Tranche 1)

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

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, shareholders ratify the issue of 104,000,000 fully paid ordinary shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

Short Explanation: Under the Listing Rules, the Company may seek shareholder approval following a placement to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any one 12 month period.

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associates of those persons.

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

Resolution $2 -$ Approval of Issue of up to 50,000,000 Shares (Tranche 2)

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

"That, for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, shareholders approve the issue of up to 50,000,000 fully paid ordinary shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice.'

Short Explanation: Under the Listing Rules, the Company may seek shareholder approval prior to a placement to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any one 12 month period.

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any associates of those persons.

Resolution $3 -$ Grant of options to Mr Frank Sibbel, a director of the Company

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

"That, for the purposes of section 208 of the Corporations Act 2001, Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, shareholders approve and authorise the grant of up to 10,000,000 Options for no issue price to Mr Frank Sibbel, a director of the Company, or his nominee, on the terms and conditions set out in Annexure A attached to the Explanatory Memorandum accompanying this Notice of Meeting."

Short Explanation: Mr Sibbel is a director of the Company and is therefore a related party for the purposes of the Corporations Act. Shareholder approval is required for the proposed grant of Options.

Voting Exclusion Statement: The Company will in accordance with section 224 of the Corporations Act 2001 disregard any votes cast on Resolution 3 by Mr Sibbel and any associate of his.

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

DATED 15 JUNE 2007 BY ORDER OF THE BOARD

DENIS WADDELL CHAIRMAN

NOTES

A Shareholder that is an individual may attend and vote in person at the meeting. If you wish to attend the 1. meeting, please bring the enclosed proxy form to the meeting to assist in registering your attendance and number of votes. Please arrive 20 minutes prior to the start of the meeting to facilitate this registration process.
$2.$ A Shareholder that is a corporation may appoint an individual to act as its representative to vote at the meeting in accordance with section 250D of the Corporations Act. The appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry, Security Transfer Registrars (Tel: +61 8 9315 2333) or at www.securitytransfer.com.au.
$\overline{3}$ . A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
$\overline{4}$ . For the purposes of the Corporations Act (Regulation 7.11.37), the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 5.00pm (WST). Friday, 13 July 2007.
$\overline{5}$ . To vote by proxy, please complete and sign the attached proxy form as soon as possible and either:
send the proxy form by facsimile to the Company on facsimile number (08) 9212 5900 (International: +61 8 9212 5900):
post the proxy form to Post Office Box 1892. West Perth, Western Australia 6872; or
deliver the proxy form to the Company's registered office at Level 4, 50 Colin Street, West Perth, Western Australia, 6005,

so that it is received not less than 48 hours prior to the start of the Meeting (10.00am (WST) on Sunday, 15 July 2007). Proxy forms received later than this time will be invalid.

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

$\mathbf{1}$ . THE RESOLUTIONS

$1.1$ Background to Resolutions 1 and 2

As announced to ASX on 5 June 2007, the Company has agreed to place up to 154,000,000 Shares at an issue price of \$0.13 each. The placement is structured as follows:

Tranche $1 104,000,000$ Shares at an issue price of \$0.13 to raise \$13,520,000; and $(a)$
Tranche $2 -$ up to 50,000,000 Shares at an issue price of \$0.13 to raise up to \$6,500,000. $(b)$

The allotment of Shares under Tranche 1 occurred between 12 and 15 June 2007.

The allotment of Shares under Tranche 2 will be made subject to the passing of Resolution 2 and will be placed with various institutional and sophisticated investors.

Resolution 1 - Ratification of issue of 104,000,000 Shares (Tranche 1) $1.2$

Listing Rule 7.4

Completion of Tranche 1 occurred on 15 June 2007. Accordingly, Shareholder approval is sought pursuant to ASX Listing Rule 7.4 to reinstate the Company's capacity to issue up to 15% of its ordinary capital in the next 12 months without prior Shareholder approval.

ASX Listing Rule 7.4 provides an exception to ASX Listing Rule 7.1. The Listing Rule provides that where a company in a general meeting subsequently approves a previous issue of securities made without approval under ASX Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

For the purposes of ASX Listing Rule 7.4 the following information is provided to Shareholders:

$(a)$ the total number of securities allotted is 104,000,000 Shares;
$(b)$ the Shares were issued at an issue price of \$0.13 per Share;
the Shares issued rank equally with the existing Shares on issue; $(c)$
the allottees of the Tranche 1 Shares are existing international and domestic institutional and $(d)$ sophisticated investor shareholders of Tanami and new investors introduced by Foster Stockbroking Pty Ltd; and
funds raised from the issue of the Shares (under both Resolutions 1 and 2) will be applied to $(e)$ the ongoing development of the Coyote Gold Project including:
upgrading of the CIP treatment plant including the installation of additional leach $\bigoplus$ tanks:
upgrading of the accommodation camp; $(ii)$
the decline and underground development which will provide access to the high grade $(iii)$ underground ore:
$(iv)$ a substantial drill program focussed on the conversion of resources into reserves:
$(v)$ drill testing down plunge and along strike extensions to the Coyote deposit and known satellite targets;
$(vi)$ regional drill programs targeting additional resources for the Coyote Gold Project and new discoveries:

and to meet expenses of the offer and provide general working capital.

$1.3$ Resolution $2 -$ Approval of Issue of up to 50,000,000 Shares (Tranche 2)

Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the total shares on issue at the commencement of that period. One circumstance in which an issue is not taken into account in the calculation of this $15\%$ threshold is where the issue has the prior approval of the shareholders in general meeting.

ASX Listing Rule 7.3 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

$(a)$ the maximum number of securities to be issued by the Company is 50,000,000 Shares;
$(b)$ as at the date of this Notice the identity of the allottees was not known. However, all the allottees of the Tranche 2 Shares will be existing international and domestic institutional and sophisticated investor shareholders of Tanami and new investors introduced by Foster Stockbroking Pty Ltd;
$(c)$ the issue price of the Shares will be \$0.13 per Share:
the Shares will be issued no later than 3 months after the date of this Meeting (or such later $(d)$ date as is permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date rather than on a progressive basis;
the Shares issued will rank equally with the existing Shares on issue; and $(e)$
$(f)$ funds raised from the issue of the Shares (under both Resolutions 1 and 2) will be applied as outlined in section 1.2 above.

$1.4$ Resolution 3 – Grant of options to Mr Frank Sibbel, a Director of the Company

Resolution 3 seeks the approval for the issue of 10,000,000 Options to Mr Sibbel (or his nominee) for no issue price.

The grant of Options to Mr Sibbel (or his nominee) is designed to acknowledge the contribution made and to be made by him to the Company since he was appointed Operations Director in July 2006 at a time when the Company was experiencing problems with the development of the Coyote Gold Project in terms of treatment plant process design, construction and commissioning. Since Mr Sibbel's appointment in July 2006, he has been responsible for managing a full review of the Project and has been responsible for the recruitment and appointment of key operational personnel which has been very important in progressing the successful development of the Project. Mr Sibbel and his operations team have successfully managed the rectification and modification work associated with the treatment plant and the recommencement of mining in April 2007. With the Company's focus now predominantly on the ongoing development of the Covote Gold Project, Mr Sibbel's extensive experience and expertise in developing and operating both open cut and underground mining projects is and will continue to be very important to the Company as it progresses the development of the Covote Gold Project and in particular, progresses the underground mine development which is scheduled to commence in the December 2007 quarter.

The Options to be granted are in addition to Mr Sibbel's remuneration package payable by the Company.

The options are exercisable as follows:

As to 5,000,000: by the payment of 15 cents per Option (Parcel 1); $\bullet$
As to 5,000,000: by the payment of 20 cents per Option (Parcel 2).

Importantly, the terms and conditions of exercising the Options are incentive-based in that the right to exercise the 10,000,000 Options requires the Share price to increase to \$0.20 (for Parcel 1) or \$0.25 (for Parcel 2) and for the daily average weighted price of Shares in the Company to remain at or above these levels for a period of 30 consecutive days. In addition, Parcel 1 cannot be exercised for a period of 12 months from date of grant, and Parcel 2 cannot be exercised for a period of 24 months from date of grant.

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

The terms and conditions of the Options to be issued to Mr Sibbel are set out in Annexure A to this Explanatory Statement. In the event that all of the Options are exercised. Mr Sibbel will need to pay \$1,750,000 to the Company.

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

The importance of securing the full time services of an Operations Director with extensive operations expertise and experience.
Establishing an appropriately structured incentive based options plan which provides for upside participation to the recipient provided all shareholders benefit from an increased share price.
The current capital structure of the Company.

The Directors have determined the exercise price in light of the recent price of Shares in the Company. In this regard, in the 12 month period before the issue of this Notice of Meeting, the highest price of Shares was \$0.30 on 3,4 and 5 July 2006 and the lowest price was \$0.10 on 1, 5 and 6 March 2007. The latest available closing price prior to the date of the Notice of Meeting was \$0.13 on 13 June 2007.

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

Listing Rules Approval

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

Corporations Act Approval

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The granting of the Options as contemplated by Resolution 3 may constitute the provision of a financial benefit to a related party. Section 208 of the Corporations Act prohibits a company from giving a financial benefit to a related party without prior shareholder approval.

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

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

The granting of Options to Mr Sibbel (or his nominee), a related party of the Company by virtue of his position as a Director, as contemplated by Resolution 3, may constitute the giving of a financial benefit to a related party of the Company and accordingly Shareholder approval is also sought for this purpose.

Information on the Resolution

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

the Options will be granted to Mr Frank Sibbel, or his nominee; $(a)$
the proposed financial benefit to be given to Mr Sibbel is 10,000,000 Options. There is no $(b)$ consideration payable on the issue of these Options and the Options will be granted on the terms and conditions set out in Annexure A;
the Options shall be granted to Mr Sibbel (or his nominee) in recognition of the services and $(c)$ contribution of Mr Sibbel to the Company both previously and in the future;
The Company will pay Mr Sibbel total remuneration of \$400,000 for the year ending 30 June $(d)$ 2007;
In the event that Resolution 3 is approved. Mr Sibbel's total holding of Shares and Options $(e)$ will be:
200,000 Shares, and
$\blacksquare$ 10,000,000 Options.

The Company currently has 799,463,353 Shares and 39,650,000 unlisted Options on issue. On the assumption that all of the existing Options are exercised, and the Shares the subject of Resolution 2 are issued, the present interest of Mr Sibbel in Shares in the Company will be 0.02%. On this same assumption and further assuming that Mr Sibbel exercises the Options to be issued under Resolution 3, the interests of Mr Sibbel in Shares in the Company will be 1.13%.

If Shareholders approve the grant of Options to Mr Sibbel pursuant to Resolution 3 (based on the number of Shares on issue as at the date of the Notice of Meeting plus those issued pursuant to Resolution 2), the fully diluted shareholding of existing Shareholders will be diluted by approximately $1.11\%$ .

The Options to be granted pursuant to Resolution 3 shall be granted without any conditions on exercise, other than those set out in the terms and conditions in Annexure A to this Explanatory Statement.

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

$(a)$ the Share price at issue date will be \$0.14;
5,000,000 Options are to be exercisable at $$0.15$ each and $$5,000,000$ Options are to be $(b)$ exercisable at \$0.20 each;
the Options are expected to mature within 5 years of their date of issue, assumed at 13 July $(c)$ $2007:$
price volatility of the Share is approximately 100%; $(d)$
a risk-free interest rate approximates 6.15%; and $(e)$
the Option values have been discounted by 25% (Parcel 1) and 40% (Parcel 2) reflecting the $(f)$ vesting conditions attached thereto, and a further 20% (Parcels 1 and 2) to reflect their unlisted status and limited secondary market.

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

Parcel 1 Options 6.97 cents
Parcel 2 Options 4.09 cents

Therefore the implied "value" to Mr Sibbel is \$553,000 assuming all the terms and conditions as set out in Annexure A to this Explanatory Statement are satisfied during the two years following the grant of the options.

In order to exercise all of the Options proposed to be granted, Mr Sibbel will need to pay \$1,750,000 to the Company.

Directors' Recommendation

For the reasons noted above, the Directors who do not have a material personal interest in the outcome of Resolution 3 recommend Shareholders vote in favour of the Resolution, as the Options are considered by the Directors to provide a cost effective means of giving an incentive to Mr Sibbel to advance the Company's interests in accordance with the directions given from time to time by the Board. (Mr Sibbel declined to make a recommendation about Resolution 3 as he has a material personal interest in the outcome of the Resolution.)

$\overline{2}$ . ENQUIRIES

Shareholders are invited to contact the Company on (08) 9212 5999 if they have any queries in respect of the matters set out in this Notice.

GLOSSARY $3.$

\$ means an Australian dollar.

Annexure means an annexure to this Explanatory Statement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules and Listing Rules mean the official listing rules of ASX.

Board means the board of directors of the Company.

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

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Meeting means the general meeting convened by the Notice.

Notice means the notice convening the Meeting.

Option means an option to acquire one Share in the Company on the terms and conditions set out in $A$ nnexure $A$ .

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

Shareholder means a member of the Company, as defined in the Constitution of the Company.

WST means Western Standard Time.

Annexure A

Terms and Conditions of Options to be Granted to Director pursuant to Resolution 3.

$\mathbf{1}$ In consideration of the continued services of the Optionholder, the Company hereby grants to the Optionholder Options to subscribe for ordinary fully paid shares in the capital of the Company ("Share") subject to these terms and conditions ("Option").
$\overline{2}$ A certificate will be issued for the Options.
$\overline{3}$ The Options are exercisable as follows:
As to 5,000,000: by the payment of 15 cents per Option (Parcel 1);
As to 5,000,000: by the payment of 20 cents per Option (Parcel 2).

The right to exercise the 10,000,000 Options requires the Share price to increase to \$0.20 (for Parcel 1) or \$0.25 (for Parcel 2) and for the daily average weighted price of Shares in the Company to remain at or above these levels for a period of 30 consecutive days. In addition, Parcel 1 cannot be exercised for a period of 12 months from date of grant, and Parcel 2 cannot be exercised for a period of 24 months from date of grant.

The Options shall expire on the earliest of the relevant dates set out below ("Expiry Date"): $\overline{4}$
6 months from the date on which the Optionholder's appointment with the Company is $(a)$ terminated, for any reason;
18 months (or such later date as the Company's Board determines in its sole discretion) after a $(b)$ person or corporation:
- $(i)$ makes a takeover bid (as defined in the Corporations Act) to acquire any Share and the takeover bid extends to Shares issued and allotted after the date of the takeover bid; and
- becomes entitled to proceed to compulsory acquisition of the Shares pursuant to section $(ii)$ 661 of the Corporations Act. In such event, the Company shall notify (in writing) the Optionholder of the Expiry Date as soon as possible after the Company becomes aware that the person or corporation has become entitled to proceed to compulsory acquisition;
18 months (or such later date as the Company's Board determines in its sole discretion) after the $(c)$ Company convenes a meeting of Shareholders in order to enter into a plan of arrangement (pursuant to the provisions of the Corporations Act) which, if implemented, would result in a person or corporation becoming entitled to not less than 90% of the Shares. In such an event, the Company shall notify (in writing) the Optionholder of the Expiry Date as soon as practicable after the Company convenes the aforementioned meeting; and
$(d)$ 5 years from the date of grant of the Options.
Each Option shall carry the right in favour of the Optionholder to subscribe for one Share. 5
6 The Exercise Price of Shares the subject of the Options shall be payable in full on exercise of the Options.
7 Subject to Clause 3. Options shall be exercisable at any time up to and including the Expiry Date by the delivery to the registered office of the Company of a notice in writing stating the intention of the Optionholder to:
$(a)$ exercise all or a specified number of Options; and
pay the Exercise Price by way of subscription monies in full for the exercise of each Option. $(b)$

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

8 The Company shall allot the resultant Shares and deliver the share certificates or uncertificated holding statement within 5 business days of the exercise of the Options.
$\overline{9}$ Options shall not be listed for Official Ouotation on ASX Limited ("ASX").
10 The Options shall not be transferable except to an associate (as defined in the Corporations Act) of the recipient.
$11$ Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing Shares in all respects.
$12²$ The Company shall, in accordance with the Listing Rules of ASX, make application to have Shares allotted pursuant to an exercise of Options listed for Official Ouotation on ASX.
13 In the event of a reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the Optionholder shall be reconstructed in accordance with the Listing Rules of ASX.
$14$ Subject to Clause 13, the Optionholder shall have no right to a change in the exercise price of an Option or a change to the number of Shares over which an Option can be exercised.
15 There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of securities offered to Shareholders of the Company during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 9 business days after the issue is announced so as to give holders the opportunity to exercise their Options before the date for determining entitlements to participate in any issue.
If, from time to time, before the expiry of the Options, the Company makes a pro rata issue of Shares to 16 the holders of ordinary Shares for no consideration ("bonus issue"), the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the date for calculating entitlements to the bonus issue.

PROXY FORM

APPOINTMENT OF PROXY

GENERAL MEETING

$I/We$

being a Member of Tanami Gold NL entitled to attend and vote at the Meeting, hereby appoint:

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the general meeting to be held at 10.00am (WST), on Tuesday, 17 July 2007 at The Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

Resolution 1 – Issue of Shares – $1st$ Tranche
Resolution 2 – Issue of Shares – $2nd$ Tranche
Resolution $3$ – Grant of Options to a Director

			If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

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

Signed this day of

By:

Individuals and joint holders

Signature

Companies (affix common seal if appropriate)

Director

2007

Director/Company Secretary

FOR

AGAINST

ABSTAIN

Sole Director and Sole Company Secretary

TANAMI GOLD NL ABN 51 000 617 176

Instructions for Completing 'Appointment of Proxy' Form

$\mathbf{1}$ . A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must $\overline{2}$ . sign.
$\overline{3}$ . Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
two directors of the company:
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section $127(1)$ or $(2)$ . This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or $(2)$ as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

$\overline{4}$ . Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

AI assistant

TANAMI GOLD NL Proxy Solicitation & Information Statement 2007

65894_rns_2007-06-14_9777d3e7-79d7-4afa-b0a1-bb63026ba7b0.pdf

NOTICE OF MEETING

NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

NOTICE OF GENERAL MEETING

AGENDA

Resolution 1 – Ratification of Issue of 104,000,000 Shares (Tranche 1)

Resolution $2 -$ Approval of Issue of up to 50,000,000 Shares (Tranche 2)