TIVAN LIMITED — AGM Information 2005

Oct 24, 2005

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, 48 Ord Street, West Perth, Western Australia on Wednesday, 23 November 2005 at 9.30am (WST).

TENNANT CREEK GOLD LIMITED ABN 12 000 817 023

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Tennant Creek Gold Limited ("Company") will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 23 November 2005 at 9.30am (WST) ("Meeting").

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

The Directors have determined, pursuant to regulation 7.11.38 of the Corporations Requiations 2001 (Cth), that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 21 November 2005 at 5.00 pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

Financial Report

To receive the financial report of the Company and its controlled entities for the year ended 30 June 2005 together with a Directors' report in relation to that financial year and the auditor's report on the financial report.

$1.$ Resolution 1 - Remuneration Report

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

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

$2.$ Resolution 2 - Re-election of Mr Terence Smith as a Director

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

"That Mr Terence Smith, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, be reelected as a Director."

Resolution 3 - Authorisation of Placement $3.$ Facility

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

"That, in accordance with ASX Listing Rule 7.1, Shareholders approve the allotment and issue of up to 10,000,000 Shares each at an issue price of at least 80% of the average market price of the Shares calculated in accordance with ASX Listing Rule 7.3.3 at the date(s) of the announcement of the issue by way of a placement on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Placement Facility and might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if this Resolution is passed, or any associates of such a person.

However, the Company will not disregard a vote if:

• $(a)$ it is cast by the person as proxy for a person who is entitled to vote, in 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 a direction on the Proxy Form to vote as the proxy decides.

Dated 24 October 2005 By Order of the Board

John W Barr Company Secretary

TENNANT CREEK GOLD LIMITED ABN 12 000 817 023

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 23 November 2005 at 9.00am (WST).

Resolution 1 - Remuneration Report $1.$

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Annual Report for the year ended 30 June 2005 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

The provisions of the Corporations Act provide that Resolution 1 need only be an advisory vote of Shareholders.

Accordingly, Resolution 1 is advisory only and does not bind the Directors. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report. However, the Board will take the outcome of the vote into consideration when considering the remuneration policy.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

Resolution 2 - Re-election of Mr Terence Smith $\overline{2}$ . as a Director

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

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

Pursuant to these Articles, Mr Terence Smith will retire by rotation and seek reelection.

Mr Smith is the founding partner of Smith Coffey Group which provides taxation, accounting and financial advice to clients. This group has been operating in Perth for 31 years, has 11 partners and a staff of 50. Mr Smith has a wide range of business skills in the areas of financial planning and corporate management. Mr Smith holds a number of directorships in a number of companies in the wine industry.

The Board believes that Mr Terence Smith has performed the duties and responsibilities of a Director diligently and professionally, in the best interests of all Shareholders.

The Board unanimously supports the re-election of Mr Terence Smith.

3. Resolution 3 - Authorisation of Placement Facility

$3.1$ General

Resolution 3 seeks Shareholders' approval pursuant to ASX Listing Rule 7.1 for the Directors to allot and issue up to 10,000,000 Shares each at an issue price of at least 80% of the average market price of existing issued Shares calculated in accordance with ASX Listing Rule $7.3.3$ at the date(s) of issue to raise approximately \$1,800,000 ("Placement Facility").

The effect of passing Resolution 3 will be to allow the Directors to issue up to 10,000,000 Shares during the three month period after the Meeting (or a longer period, if allowed by ASX), without using up the Company's 15% placement capacity under ASX Listing Rule 7.1. The Company has not yet made any agreement or arrangement to issue these Shares, and there is no certainty that it will proceed with the issue.

$3.2$ Specific Information Required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3 information regarding the Placement Facility is provided as follows:

• $(a)$ The maximum number of Shares the Company can issue under the Placement Facility is 10,000,000.
• The Shares under the Placement Facility will be issued progressively no later $(b)$ than three months after the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2).
• $(c)$ The Shares will be issued by the Company at an issue price of at least 80% of the average market price of the Shares calculated in accordance with ASX Listing Rule 7.3.3 at the date(s) of issue.
• As subscriptions to the Placement Facility have not yet been arranged, the $(d)$ allottees will be identified at the Directors' discretion but will not be related parties or associates of related parties of the Company.
• The Shares to be issued will be fully paid ordinary Shares in the capital of $(e)$ the Company.
• The proposed uses of the funds raised from the Placement Facility are as $(f)$ follows:
• $(i)$ to exercise the Company's right as a shareholder of Batavia to acquire its entitlement to shares and attaching options in Batavia under Batavia's Rights Issue (\$415,000);

• to further the Company's exploration and drilling program at its $(ii)$ Manbarrum lead-zinc project (\$950,000); and

• $(iii)$ to fund working capital (\$435,000).

• $(g)$ The amount of \$1,800,000 proposed to be raised pursuant to the Placement Facility has been based on the issue and allotment of 10,000,000 Shares at \$0.18. The price at which the shares will be allotted and issued will be calculated on the basis of at least 80% of the average market price of existing issued Shares calculated in accordance with ASX Listing Rule 7.3.3 at the date(s) of issue. In the event that the amount raised is greater or less than \$1,800,000, the above figures will be adjusted proportionately.
• $(h)$ A voting exclusion statement is included in this Notice.

$\mathbf{A}$ . Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

"Annual Report" means the 2005 Annual Report of the Company.

"Article" means an article of the Constitution.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means the Australian Stock Exchange Limited.

"Batavia" means Batavia Mining Limited ABN 98 009 075 861.

"Board" means the board of Directors.

"Company" means Tennant Creek Gold Limited ABN 12 000 817 023.

"Constitution" means the Constitution of the Company.

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

"Director" means a director of the Company.

"Explanatory Memorandum" means the explanatory memorandum to the Notice.

"Listing Rules" means the Listing Rules of ASX.

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Notice" means this notice of meeting.

"Placement Facility" has the meaning in paragraph 3.1 of the Explanatory Memorandum.

"Proxy Form" means the proxy form attached to the Notice.

"Remuneration Report" means the remuneration report of the Company contained in the Annual Report.

"Resolution" means a resolution contained in this Notice.

"Rights Issue" means the pro rata share offer made by Batavia to its shareholders of 68,915,256 shares each at \$0.04 and each together with one free attaching option exercisable at \$0.05 on or before 15 June 2006.

"Schedule" means a schedule to this Notice.

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

"Shareholder" means a shareholder of the Company.

"WST" means Western Standard Time, being the time in Perth, Western Australia.

TENNANT CREEK GOLD LIMITED

ABN 12 000 817 023

PROXY FORM

The Company Secretary Tennant Creek Gold Limited

For information on returning this proxy form please see instructions over the page.

$I/We$

$\mathbf{1}$

of $\overline{\phantom{a}}$

being a Shareholder/Shareholders of the Company and entitled to

votes in the Company, hereby appoint ²

or failing such appointment the chairman of the annual general 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 The Celtic Club. 48 Ord Street, West Perth, Western Australia on Wednesday, 23 November 2005 at 9,00am (WST) 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 or number of votes of this proxy is authorised to exercise 1% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy $is * f$ Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

If the chairman of the Annual General Meeting is to be your proxy and you have not directed your proxy how to vote on Resolution 3 please tick this box. By marking this box you acknowledge that the chairman of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 3 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 vote, the chairman of the Annual General Meeting will not cast your votes on Resolution 3 and your votes will not be counted in computing the required majority if a poll is called on the Resolution.

The chairman of the Annual General Meeting intends to vote undirected proxies in favour of the Resolution.

For

Against Abstain

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.
$\Box$ $\Box$ $\Box$ Resolution 3 Authorisation of Placement Facility
La Caractería de la c Re-election of Mr Terence Smith as a Director
El terminal de la f Remuneration Report

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

¹Insert name and address of Shareholder² Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the annual general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that annual general meeting. If the Shareholder is entitled to cast 2 or more votes at the annual general 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 body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that annual general meeting, the representative of the body corporate to attend the annual general meeting must produce the 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 Holding: 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 annual general 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.

Return of Proxy Forms

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 or received by facsimile transmission at the Company's office as set out below not less than 48 hours prior to the time of commencement of the annual general meeting (WST).

Facsimile: +618 9327 0901

Post: PO Box 1176 West Perth WA 6872

Level 3 Delivery: 30 Richardson Street West Perth WA 6005