TIVAN LIMITED — AGM Information 2004

Oct 14, 2004

TENNANT CREEK GOLD LIMITED ABN 12 000 817 023

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at The Celtic Club Inc, 48 Ord Street West Perth on 22 November 2004 at 09:30 am.

This Notice of Annual General Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 9327 0900.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Tennant Creek Gold Limited ("Company") for 2004 will be held at The Celtic Club, 48 Ord Street, West Perth Western Australia on 22 November 2004 at 09:30am (WST) ("AGM").

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to regulation 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the AGM are those who are registered as Shareholders of the Company 48 hours prior to the AGM.

Terms and abbreviations used in this Notice of Meeting are defined in the schedule.

AGENDA

$\mathbf{1}$ . Reports and Accounts

To receive the financial statements of the Company for the year ended 30 June 2004 together with the Statement of the Directors, the Directors' Report and the Auditors' Report.

$\overline{2}$ . Resolution 1 - Re-election of John W Barr as a Director

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

"That, John W Barr, being a Director of the Company retire in accordance with Article 6.3(c) of the Constitution and, being eligible, is hereby re-elected in accordance with Article 6.3(f) of the Constitution as a Director of the Company."

Resolution 2 - Ratification of Placement $\overline{\mathbf{3}}$ .

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

"That, in accordance with ASX Listing Rule 7.4.2, Shareholders ratify the allotment and issue of up to 6,000,000 Shares each at 10 cents to raise \$600,000 ("Placement") on the terms and conditions contained in the Explanatory Memorandum".

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person, or their associate, who has or may participate in the Placement. However, the Company will not disregard a vote if:

• it is cast by the person as a proxy for a person who is entitled to vote, in $(a)$ accordance with directions on the Proxy Form; or
• $(b)$ it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form to vote as the proxy decides.

By Order of the Board

Christopher Bath Company Secretary Perth, Western Australia 15 October 2004

EXPLANATORY MEMORANDUM

$\mathbf{1}$ . Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the AGM to be held at The Celtic Club, 48 Ord Street, West Perth Western Australia on 22 November 2004 at 09:30am (WST).

The purpose of this Explanatory Memorandum is to provide information which the Board of Directors believe material to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice of Annual General Meeting.

BACKGROUND TO RESOLUTIONS

$2.$ Resolution 1 - Re-election of John W Barr as a Director

Article 6.3 of the Constitution requires that one third of the Directors must retire at each AGM (rounded down to the nearest whole number).

Article 6.3(f) of the Constitution provides that a Director who retires under Article 6.3(c) is eligible for re-election.

Pursuant to these Articles John W Barr will retire by rotation and seeks re-election.

Mr Barr is a Chartered Accountant and Fellow of the Australian Institute of Company Directors and has acted as a director of listed companies since 1987. He has extensive Australian and international experience with exposure to manufacturing, mining and mineral exploration and development in respect to several commodities including gold. platinum, nickel and copper.

Mr Barr has managed his own consultancy business since 1987 which specialises in the management of public companies including advice on capital raisings, mergers and acquisitions, negotiating onshore and offshore acquisitions and joint ventures, negotiating commodity based funding, and compliance with corporate and stock exchange requirements.

Mr Barr is also Chairman of Batavia Mining Limited and Cavendish Corporation Limited.

The Board supports the re-election of John W Barr.

$\overline{\mathbf{3}}$ . Resolution 2 - Ratification of Placement

$3.1$ General

This matter deals with the last share placement undertaken by the Company. On 14 July 2004 the Company announced the Placement of 6,000,000 Shares each at 10 cents ("Placement").

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4.2 for the allotment and issue of the Shares pursuant to the Placement. If ratified the Company's placement facility under ASX Listing Rule 7.4 will be restored.

$3.2₁$ Specific Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 information regarding the Placement is provided as follows:

• $(a)$ 6.000.000 Shares were allotted.
• The issue price of each Share is 10 cents. $(b)$
• The Shares are fully paid ordinary shares in the capital of the $(c)$ Company.
• $(d)$ 6,000,000 Shares have been allotted to:

Tyson Resources Pty Ltd BB Capital Ptv Ltd Mr Ian Michael Paterson Parker & Mrs Catriona Sylvia Parker Facilitate Corporation Ptv Ltd M & M Holdings Pty Ltd Mega-Min Resources NL Mr Colin David Patterson Balfes (OLD) Pty Ltd Paradise Development Superfund Mick Ashton Nominees Pty Ltd Leet Investments Pty Ltd Yelrif Investments Ply Ltd Duskform Pty Ltd

• The Company will use the funds raised by the Placement to fund the $(e)$ pre-feasibility study in the Molyhil molybdenum/tungsten project and other exploration activities
• A voting exclusion statement is included in the Notice of Annual $(f)$ General Meeting at paragraph 3.

$3.3$ Reason Ratification Required

Listed Rule 7.1 states a company in any 12 month period may only issue securities which total 15% of its issued capital.

By issuing the Shares pursuant to the Placement the Company has substantially utilised its placement capacity under ASX Listing Rule 7.1.

The Company wishes to restore its 15% placement capacity and accordingly under ASX Listing Rule 7.4 seeks shareholder ratification of the Placement.

$3.4$ Recommendation

The Directors recommend shareholders vote in favour of the resolution.

Schedule

Definitions

In this Explanatory Memorandum and Notice of General Meeting:

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"ASX Listing Rules" means the listing rules of the ASX.

"Company" means Tennant Creek Gold Limited.

"Constitution" means the Constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" mean the directors of the Company.

"Placement" means the Placement of 6,000,000 Shares each at 10 cents as announced to the ASX on 14 July 2004.

"Proxy Form" means the proxy form attached to the Notice of General Meeting.

"Resolution" means a resolution referred to in the Notice of General Meeting.

"Shareholder" means a shareholder of the Company.

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

TENNANT CREEK GOLD LIMITED

ABN 12 000 817 023

PROXY FORM

The Company Secretary Tennant Creek Gold Limited

By delivery:

Level 3, 30 Richardson Street West Perth WA 6005

By post: PO Box 1176 WEST PERTH WA 6872 By facsimile: +61 8 9327 0901

I/We of

being a Shareholder/Shareholders of the Company and entitled to

shares in the Company, hereby appoint

or failing an election the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 09:30am (WST) on 22 November 2004 at The Celtic Club, 48 Ord Street. West Perth and at any adjournment thereof in the manner indicated below or. in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion of votes this proxy is authorised to exercise is *I 1% OR number*[ 1 of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT: FOR RESOLUTION 2 BELOW

*Omit if not applicable

If the chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolution 2 below, please tick this box. By marking this box you acknowledge that the chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 2 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to yote, the chairman of the Meeting will not cast your votes on Resolution 2 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions.

The chairman of the Meeting intends to vote undirected proxies in favour of all the Resolutions.

The proxy is to vote for or against the Resolutions referred to in the Notice as follows: For Against Abstain

Resolution 1 Re-election of J W Barr			$\boxminus$ $\boxminus$ $\boxminus$
Resolution 2 Ratification of Placement

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1	Shareholder 2 Director Contact Daytime Telephone		Shareholder 3
Sole Director/Sole Company Secretary			Director/Company Secretary
Contact Name			Date
1 Insert name of shareholder	2 Insert address	3 Insert number of shares	$4$ Insert name of proxy

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person or a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting, the representative of the corporation to attend the meeting must produce the appropriate Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

You must sign this form as follows in the spaces provided:

• Joint Holdina: where the holding is in more than one name all of the holders must sign.
• Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.
• Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at the office of the Company, or by post to PO Box 1176 West Perth WA 6872 or Facsimile +618 9327 0901 not less than 48 hours prior to the time of commencement of the Meeting (WST).