TIVAN LIMITED — AGM Information 2006

Oct 26, 2006

TENNANT CREEK GOLD LIMITED ABN 12 000 817 023

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting will be held at 20 Nicholson Road, Subiaco, Western Australia on Tuesday, 28 November 2006 at 10.00am (WST).

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice.

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 20 Nicholson Road, Subiaco, Western Australia on Tuesday, 28 November 2006 at 10.00am (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 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Friday 24 November 2006 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 2006 together with a Directors' report in relation to that financial year and the auditor's report on the Financial Report.

$\mathbf 1$ Resolution 1 - Remuneration Report

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

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

$2₁$ Resolution 2 – Re-election of Mr John W Barr as a Director

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

"That Mr John W Barr, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

Resolution 3 - Re-election of Mr Michael Bowen as a $\overline{\mathbf{3}}$ . Director

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

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

$\overline{\mathbf{A}}$ . Resolution 4 – Election of Mr Edward Fry as a Director

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

"That Mr Edward Frv, having offered himself for election and being eligible, is hereby elected as a Director of the Company"

5. Resolution 5 - Service Agreement with Kensington Consulting Pty Ltd

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

"That approval be given to the Company to enter into a service agreement with Kensington Consulting Pty Ltd ("Kensington Service Agreement") on and subject to the terms and conditions as set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr John W Barr, a director of Kensington Consulting or an associate thereof.

However, the Company will not disregard a vote if:

• $(a)$ it is cast by a 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.

6. Resolution 6 – Service Agreement with Hatched Creek Pty Ltd

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

"That approval be given to the Company to enter into a service agreement with Hatched Creek Pty Ltd ("Hatched Creek Service Agreement") on and subject to the terms and conditions as set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Neil Biddle, director of Hatched Creek or an associate thereof

However, the Company will not disregard a vote if:

• $(a)$ it is cast by a 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.

$\overline{7}$ . Resolution 7 - Authorisation of Placement Facility

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

"That, in accordance with ASX Listing Rule 7.1, Shareholders approve the allotment and issue of up to:

• 20,000,000 Shares; and $(a)$
• $(b)$ 20,000,000 Listed Options

("Placement Securities") each at an issue price of at least 80% of their respective average market price 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 ("Placement Facility")."

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 the Resolution is passed, or any associates of such a person.

However, the Company will not disregard a vote if:

• it is cast by the person as 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 a direction on the Proxy Form to vote as the proxy decides.

Resolution 8 - Approval of issue of Incentive Options to 8. Mr Edward Fry

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

"That in accordance with ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the issue of 1,500,000 Incentive Options to Mr Edward Fry or his nominee on the terms and conditions in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr Edward Fry or any of his associates. However, the Company will not disregard a vote if:

• it is cast by the person as 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 a direction on the Proxy Form to vote as the proxy decides.

Resolution 9 - Approval of issue of Incentive Options to $\mathbf{Q}$ Mr Pedro Kastellorizos

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 1,000,000 Incentive Options to Mr Pedro Kastellorizos or his nominee and on the terms and conditions in the Explanatory Memorandum"

Voting exclusion

The Company will disregard any votes cast on this Resolution by a 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. 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 4 October 2006 By Order of the Board

Damian Delaney 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 20 Nicholson Road, Subiaco, Western Australia on Tuesday, 28 November 2006 at 10.00am (WST).

Financial Report

Shareholders will be offered the opportunity to discuss the Financial Report at the Meeting.

$\mathbf 1$ Resolution 1 - Directors' Remuneration

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Financial Report for the year ended 30 June 2006 contains the 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.

$2₁$ Resolution 2 - Re-election of Mr John W Barr

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 reelection.

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

Mr John W Barr qualified as a Chartered Accountant in 1981 and has subsequently developed experience in the natural resources sector through the management of private and public companies, establishing a number of successful start-up companies, capital reconstructions, fund raisings, mergers and acquisitions and floats in Australia and

internationally. He has acted as an executive director of companies operating in Australia, Philippines, Indonesia, Vietnam and South Africa. Mr Barr is a director of another company listed on the ASX.

The Board believes that Mr Barr 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 John W Barr.

$3.$ Resolution 3 – Re-election of Mr Michael Bowen

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 reelection.

Pursuant to these Articles, Mr Michael Bowen will retire by rotation and seek re-election.

Mr Bowen graduated from the University of Western Australia with Bachelors of Law. Jurisprudence and Commerce. He has been admitted as barrister and solicitor of the Supreme Court of Western Australia and is a Certified Practising Accountant.

Mr Bowen is a partner of the law firm Hardy Bowen, practising primarily corporate. commercial and securities law with an emphasis on mergers, acquisitions, capital raisings and resources. He also has experience in merchant banking and accounting and is a director of another three listed Australian companies.

The Board believes that Mr Bowen 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 Michael Bowen.

$\overline{\mathbf{A}}$ Resolution 4 - Election of Mr Edward Fry

Pursuant to the Constitution Mr Edward Fry offers himself for election as a Director of the Company at the Meeting.

Mr Fry is the proprietor of a land access/management consulting company primarily focusing on Native Title and Exploration and Mine Development Agreements. His past experience includes various positions in the Australian resources sector including Corporate Officer - Native Title and Investor Relations analyst for Normandy Mining Ltd, and Senior Officer for both the Aboriginal & Torres Strait Islander Commission and the Aboriginal Development Commission.

The Board believes Mr Fry offers value to the structure of the Board with his experience in Native Title issues and the Australian resource sector.

5. Resolution 5 - Service Agreement with Kensington Consulting

Resolution 5 seeks Shareholder approval for the Company to enter into the Kensington Service Agreement with Kensington Consulting a company associated with Mr John W Barr, the Chairman of the Company.

The material terms of the Kensington Service Agreement are as follows:

• Kensington Consulting will be paid a maximum of \$20,000 per month exclusive $(a)$ of GST.
• Kensington Consulting will be reimbursed reasonable expenses in carrying out $(b)$ its obligations under the Kensington Services Agreement.
• $(c)$ Save for certain circumstances, the Kensington Service Agreement may be terminated on 12 months notice, in which case the Company shall pay Kensington Consulting a lump sum amount equal to the lesser of either \$240,000 exclusive of GST and the maximum amount necessary to comply with Division 2 of Part 2D.2 of the Corporations Act.

The Directors (other than Messrs Barr and Biddle) have determined that the Company and Kensington Consulting are dealing at arm's length and, in the circumstances of the Company and its current objectives and Mr Barr's role as Chairman, that the Kensington Service Agreement is reasonable. For those reasons, Shareholder approval is not required under the Corporations Act. However the Directors seek Shareholders' approval as a matter of good corporate governance and to give each Shareholder the opportunity to vote on the proposal.

6. Resolution 6 - Service Agreement with Hatched Creek

Resolution 6 seeks Shareholder approval for the Company to enter into the Hatched Creek Service Agreement with Hatched Creek, a company associated with Mr Neil Biddle, a Director of the Company.

The material terms of the Hatched Creek Service Agreement are as follows:

• Hatched Creek will be paid a maximum of \$25,000 per month exclusive of GST. $(a)$
• $(b)$ Hatched Creek will be reimbursed reasonable expenses incurred in performing its obligations under the Hatched Creek Services Agreement.
• $(c)$ Save for certain circumstances, the Hatched Creek Service Agreement may be terminated on 12 months notice, in which case the Company shall pay Hatched Creek a lump sum amount equal to the lesser of either \$300,000 exclusive of GST and the maximum amount necessary to comply with Division 2 of Part 2D.2 of the Corporations Act.

The Directors (other than Messrs Biddle and Barr) have determined that the Company and Hatched Creek are dealing at arm's length and, in the circumstances of the Company and its current objectives and Mr Biddle's role as Managing Director, that the Hatched Creek Service Agreement is reasonable. For those reasons, Shareholder approval is not required under the Corporations Act. However the Directors seek Shareholders' approval as a matter of good corporate governance and to give each Shareholder the opportunity to vote on the proposal.

Resolution 7 - Authorisation of Placement Facility $\overline{7}$ .

$7.1$ General

Resolution 7 seeks Shareholders' approval pursuant to ASX Listing Rule 7.1 for the Directors to allot and issue the Placement Securities under the Placement Facility.

The effect of passing Resolution 7 will be to allow the Directors to issue the Placement Securities 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 the Placement Securities or the number of Placement Securities to be issued (other than the limit of 20,000,000 Shares and 20,000,000 Listed Options), and there is no certainty that it will proceed with the issue.

$7.2$ 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:

• The maximum number of securities the Company can issue under the $(a)$ Placement Facility is 20,000,000 Shares and 20,000,000 Listed Options.
• The Placement Securities under the Placement Facility will be issued 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 and Listed Options to be issued under the Placement Facility will be issued by the Company at an issue price of at least 80% of the average market price of the Shares and Listed Options calculated in accordance with ASX Listing Rule 7.3.3 at the date(s) of issue.
• $(d)$ As subscriptions to the Placement Facility have not yet been arranged, the allottees will be identified at the Directors' discretion but will not be related parties or associates of related parties of the Company.
• $(e)$ The Shares to be issued will be fully paid ordinary Shares in the capital of the Company.
• $(f)$ The funds raised will be used to fund ongoing exploration activities at the Company's key projects and for working capital purposes.
• Allotment of the Placement Securities to be issued under the Placement Facility $(q)$ will occur progressively.
• $(h)$ A voting exclusion statement is included in the Notice.

Resolution 8 - Approval of issue of Incentive Options to 8. Mr Edward Frv

$8.1$ General

Resolution 8 seeks Shareholder approval pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the issue of a total of 1,500,000 Incentive Options to Mr Edward Fry or his nominees. The Incentive Options are non transferable and will not be listed on ASX.

The purpose of the issue of the Incentive Options is for the Company to retain directors of high calibre. The Company acknowledges that the issue of options to non-executive Directors is contrary to recommendation 9.3 of the Principles of Good Corporate Governance and Best Practice Recommendations. However, the Board considers the issue of Incentive Options in Resolution 8 to be reasonable in the circumstances given

the Company's size, stage of development, and the need to attract directors of high calibre while still maintaining a cash reserve.

The 1.500,000 Incentive Options are to be issued to Mr Fry as an incentive to perform and in recognition of his efforts in assisting with matters relating to the Company's Manbarrum Lead, Zinc, Silver Project,

8.2 Reason approval required

Shareholder approval is required under Listing Rule 10.11 and section 208 of the Corporations Act because Mr Fry is a related party of the Company.

Furthermore, Shareholder approval of the issue of Incentive Options to Mr Fry means that the issue will not reduce the Company's 15% placement capacity under Listing Rule $7.1.$

8.3 Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act

Listing Rule 10.13 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the issue:

• $(a)$ The Incentive Options will be issued to Mr Fry (or his nominees).
• The maximum number of Incentive Options to be issued to Mr Fry is 1,500,000. $(b)$
• The Company will issue the Incentive Options no later than one month after the $(c)$ date of the Meeting (or such longer period of time as ASX may in its discretion allow).
• $(d)$ Mr Fry is not a Director of the Company. His relationship to the Company is that he has offered himself for election as a Director of the Company at the Meeting.
• Each Incentive Option will be issued for nil consideration. Each Incentive Option $(e)$ entitles the holder to subscribe for one (1) Share at an exercise price of A\$0.23, exercisable on or before 30 November 2007. The Incentive Options are not transferable and will not be quoted on ASX. Further terms and conditions of the Incentive Options are in Schedule 2.
• $(f)$ A voting exclusion statement is included in the Notice.
• No funds will be raised by the issue of the Incentive Option. $(q)$

Section 219 of the Corporations Act requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the issue:

• The related party to whom the financial benefit is to be given is Mr Fry (or his $(a)$ nominee).
• The nature of the financial benefit is the issue of 1,500,000 Incentive Options to $(b)$ Mr Fry (or his nominee).
• The Directors are each in favour of Resolution 8 that 1,500,000 Incentive $(c)$ Options be issued to Mr Fry.
• On the basis of the assumptions below, independent accountants BDO have $(d)$ determined the technical value of one Incentive Option approximates A\$0.102. This valuation imputes a total value of A\$153,000 to the Incentive Options to be

issued to Mr Fry. The value may go up or down after that date as it will depend on the future price of a Share. Black & Scholes methodology has been used. together with the following assumptions:

• interest rate set at the Commonwealth Government securities rate of $(i)$ 5.91%:
• $(ii)$ the date of valuation is for the purposes of settling the current market value of a Share is 13 September 2006:
• at this date the Share price was A\$0.28 which is the price used in the $(iii)$ valuation:
• the standard deviation of returns of the Incentive Options is set at 60% $(iv)$ which is based on the Company's historical data; and
• the Incentive Options will not be exercised any earlier than 30 $(v)$ November 2007.
• $(e)$ If the Shareholders approve the proposed issue of the Incentive Options to Mr Fry, the exercise of those Incentive Options will result in a dilution of all other Shareholders' holdings in the Company of 1.47% based on issued Shares as at the date of this Notice and a dilution of 1.22% assuming Shareholders also approve Resolutions 7 and 9.
• $(f)$ The market price of Shares would normally determine whether Mr Fry will exercise the Incentive Options or not. If the Incentive Options are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.
• Shareholders have approved an aggregate amount of up to A\$200,000 to be $(q)$ paid as Directors' fees.

The Directors have resolved that Mr Fry receive remuneration as follows:

Base Remuneration (per annum)	Super Contributions	Total
\$30,000	\$2,700	\$32,700

$(h)$ Historical share price information for the last twelve months is as follows:

	Price	Date
Highest	\$0.305	28 July 2006
Lowest	\$0.14	4 January 2006
Last	\$0.295	3 October 2006

$(i)$ Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 8.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.

Resolution 9 - Approval of issue of Incentive Options to $9₁$ Mr Pedro Kastellorizos

$9.1$ General

Resolution 9 seeks Shareholders approval in accordance with Listing Rule 7.1 for the issue of 1,000,000 incentive Options to Mr Pedro Kastellorizos. The Incentive Options are non-transferable and will not be listed on ASX.

Mr Pedro Kastellorizos joined the Company in January 2005 as Exploration Manager and was instrumental in the acquisition and development of the Northern Territory properties. including the Manbarrum Lead Zinc Silver Project. The Incentive Options to be issued to Mr Kastellorizos are in recognition for this work.

$9.2$ Reason approval required

The Incentive Options will be issued within the 15% annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval.

The effect of Shareholders passing Resolution 9 by approving the issue of the Incentive Options to Mr Kastellorizos will be to restore the Company's ability to issue Shares (or options) within that limit, to the extent of the 1,000,000 Incentive Options.

Accordingly, the Company seeks Shareholder approval for Resolution 9 in accordance with Listing Rule 7.1.

$9.3$ Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that information be provided to Shareholders for the purpose of obtaining Shareholder approval in accordance with Listing Rule 7.1 as follows:

• $(a)$ The maximum number of Incentive Options the Company will issue to Mr Pedro Kastellorizos (or his nominee) is 1,000,000 Incentive Options.
• $(b)$ The Company will issue the Incentive Options no later 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 Listing Rule 7.3.2).
• The Incentive Options will be issued for nil consideration; $(c)$
• $(d)$ The Incentive Options will be issued to Mr Pedro Kastellorizos (or his nominee).
• $(e)$ Each Incentive Option entitles the holder to subscribe for one (1) Share at an exercise price of A\$0.23, exercisable on or before 30 November 2007. The Incentive Options are not transferable and will not be quoted on ASX. Further terms and conditions of the Incentive Options are in Schedule 2.
• $(f)$ No funds will be raised by the issue of the Incentive Options as they will be issued for nil consideration.
• Allotment of the Incentive Options will occur progressively. $(g)$
• A voting exclusion statement is included in the Notice. $(h)$

Action to be taken by Shareholders $10.$

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, 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, Notice and Proxy Form:

"Article" means an article of the Constitution.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"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.

"Financial Report" means the 2006 Financial Report of the Company, a copy of which was lodged with the ASX on 29 September 2006.

"Hatched Creek" means Hatched Creek Pty Limited.

"Incentive Option" means an option over an unissued Share exercisable at A\$0.23 on or before 30 November 2007 on the terms and conditions in Schedule 2.

"Kensington Consulting" means Kensington Consulting Pty Limited.

"Listed Option" means an option over an unissued Share exercisable at A\$0.15 on or before 31 May 2007 on the terms and conditions in Schedule 3.

"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 Resolution 7.

"Placement Securities" has the meaning in Resolution 7.

"Principals of Good Corporate Governance & Best Practice" means the Principles of Good Corporate Governance and Best Practice Recommendations published by the ASX.

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

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

"Resolution" means a resolution contained in this Notice

"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.

Schedule 2 - Terms and Conditions of Incentive Options

$\ddagger$ . Entitlement

The Incentive Options entitle the holder to subscribe for one (1) Share upon the exercise of each Incentive Option.

$\overline{2}$ . Exercise Price

The exercise price of each Incentive Option is A\$0.23.

$3.$ Expiry Date

Each Incentive Option expires 30 November 2007.

$\mathbf{A}$ Exercise Period

The Incentive Options are exercisable at any time on or prior to the Expiry Date.

5. Notice of Exercise

The Incentive Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Incentive Option being exercised. Any notice of exercise of an Incentive Option received by the Company will be deemed to be a notice of the exercise of that Incentive Option as at the date of receipt.

6. Shares issued on exercise

Shares issued on exercise of the Incentive Options rank equally with the Shares of the Company.

7. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Incentive Options.

8. Timing of issue of Shares

After an Incentive Option is validly exercised, the Company must as soon as possible:

• issue the Share: and $(a)$
• $(b)$ do all such acts matters and things to obtain
• the grant of quotation for the Share on ASX no later than 5 days from $(i)$ the date of exercise of the Incentive Option; and
• $(ii)$ receipt of cleared funds equal to the sum payable on the exercise of the Incentive Options.

$\mathbf{q}$ Participation in new issues

There are no participation rights or entitlements inherent in the Incentive Options and holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Incentive Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holder of Incentive Options the opportunity to exercise their Incentive Options prior to the date for determining entitlements to participate in any such issue.

$10.$ Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• the number of Shares which must be issued on the exercise of an Incentive $(a)$ Option will be increased by the number of Shares which the Incentive Option holder would have received if the Incentive Option holder had exercised the Incentive Option before the record date for the bonus issue: and
• no change will be made to the Exercise Price. $(b)$

$11₁$ Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Incentive Option will be reduced according to the following formula:

New exercise price =
$$
\frac{O - E [P - (S + D)]}{N + 1}
$$

• $Q =$ the old Exercise Price of the Incentive Option.
• $\mathbb{R}^+$ = the number of underlying Shares into which one (1) Incentive Option is exercisable.
• $\mathbb{D}$ = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the exrights date or ex entitlements date.
• S = the subscription price of a Share under the pro rata issue.
• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• N. = the number of Shares with rights or entitlements that must be held to receive a right to one (1) new share.

$12.$ Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Incentive Option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

$13.$ Quotation of Incentive Options

No application for quotation of the Incentive Options will be made by the Company.

$14.$ Incentive Options non-transferable

The Incentive Options are non-transferable.

$15₁$ Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Incentive Options with the appropriate remittance should be lodged at the Company's share registry.

Schedule 3 - Terms and Conditions of Listed Options

$\ddagger$ Entitlement

The Listed Options entitle the holder to subscribe for one (1) unissued Share upon the exercise of each Listed Option.

$\overline{2}$ . Exercise Price

The exercise price of each Listed Option is A\$0.15.

$\mathbf{R}$ Expiry Date

Each Listed Option expires 31 May 2007.

Exercise Period $\overline{\mathbf{4}}$ .

The Listed Options are exercisable at any time on or prior to the Expiry Date.

5. Notice of Exercise

The Listed Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Listed Option being exercised. Any notice of exercise of a Listed Option received by the Company will be deemed to be a notice of the exercise of that Listed Option as at the date of receipt.

6. Shares issued on exercise

Shares issued on exercise of the Listed Options rank equally with the shares of the Company.

Quotation of Shares on exercise $\overline{7}$ .

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Listed Options.

8. Timing of issue of Shares

After a Listed Option is validly exercised, the Company must as soon as possible:

• issue the Share: and $(a)$
• $(b)$ do all such acts matters and things to obtain
• $(i)$ the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Listed Option; and
• $(ii)$ receipt of cleared funds equal to the sum payable on the exercise of the Listed Options.

$9.$ Participation in new issues

There are no participation rights or entitlements inherent in the Listed Options and holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Listed Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is

announced. This will give the holder of Listed Options the opportunity to exercise their Listed Options prior to the date for determining entitlements to participate in any such issue.

$10.$ Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• the number of Shares which must be issued on the exercise of an Listed Option $(a)$ will be increased by the number of Shares which the Listed Option holder would have received if the Listed Option holder had exercised the Listed Option before the record date for the bonus issue; and
• $(b)$ no change will be made to the Exercise Price.

$11₁$ Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a Listed Option will be reduced according to the following formula:

New exercise price = $O - E [P - (S + D)]$

$N+1$

• the old Exercise Price of the Listed Option. $\circ$ $\equiv$
• E = the number of underlying Shares into which one (1) Listed Option is exercisable.
• $\mathbb{D}$ average market price per Share weighted by reference to volume of the $\overline{\phantom{a}}$ underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
• S $\equiv$ the subscription price of a Share under the pro rata issue.
• the dividend due but not yet paid on the existing underlying Shares (except $\mathbb{D}$ $\frac{1}{2}$ those to be issued under the pro rata issue).
• $N$ the number of Shares with rights or entitlements that must be held to receive a $\frac{1}{2}$ right to one (1) new share.

$12₁$ Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Listed Option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

$13.$ Quotation of Listed Options

Application for quotation of the Listed Options will be made by the Company.

14. Listed Options transferable

The Listed Options are transferable.

$15.$ Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Listed Options with the appropriate remittance should be lodged at the Company's share registry.

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.

$I/We^{-1}$

$of$ and $\sim$

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 20 Nicholson Road, Subiaco, Western Australia on Tuesday, 28 November 2006 at 10.00am (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 is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes.

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 Resolutions 1, 2 and 5 please tick this box. Bv. 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 Resolutions 1, 2 and 5 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 Resolutions 1. 2 and 5 and your votes will not be counted in computing the required majority if a poll is called on this Resolution.

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

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

		For	Against	Abstain
Resolution 1	Remuneration Report
Resolution 2	Re-election of Mr John W Barr as a Director
Resolution 3	Re-election of Mr Michael Bowen as a Director
Resolution 4	Election of Mr Edward Fry as a Director
Resolution 5	Service Agreement with Kensington Consulting
Resolution 6	Service Agreement with Hatched Creek
Resolution 7	Authorisation of Placement Facility
Resolution 8	Issue of Incentive Options to Mr Fry

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

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 Shareholder $^2$ 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 Where the Shareholder appoints more than one proxy the appoint not more than 2 proxies. 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:

282 Rokeby Road Subiaco WA 6008

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 1126
			Subiaco WA 6904
Delivery:	Level 1