NOTICE OF GENERAL MEETING

31 January 2006

The Directors of Tennant Creek Gold Limited previously announced the intent to proceed with a pro rata issue of Listed Options based on 1 new Listed Option for every 2 shares held at the record date. The Directors will be seeking approval for this pro rata offer at a General Meeting to be held on 1 March 2006 at the Celtic Club, 48 Ord Street, West Perth at 10.30am.

The full Notice of Meeting, Explanatory Memorandum and Proxy Form are attached.

Yours faithfully TENNANT CREEK GOLD LIMITED

John W Barr Chairman

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 1 March 2006 at 10.30am (WST).

NOTICE OF GENERAL MEETING

Notice is hereby given that a 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 1 March 2006 at 10.30am (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 7.11.37 of the Corporations Regulations 2001 (Cth), that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 24 February 2006 at 5.00 pm (WST).

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

AGENDA

$\mathbf 1$ Resolution 1 - Approval of Pro-rata Issue of Options

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

"Subject to the ASX approving the official quotation of the Listed Options, that Shareholders approve a pro-rata issue of Listed Options to all Shareholders on the basis of one Listed Option for every two Shares held by Shareholders at the issue price of A\$0.02 per Listed Option on the terms and conditions in the Explanatory Memorandum."

$2₁$ Resolution 2 – Approval of the variation of the terms and conditions of Options currently on issue to Mr Neil Biddle

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

" Subject to the ASX approving the official quotation of the Listed Options, that in accordance with ASX Listing Rule 6.23.4. Shareholders approve the variation of the terms and conditions of 4,500,000 Options granted to Mr Neil Biddle or his nominee as follows:

$(i)$ to make them transferable; and
for the Company to make an application for quotation of the Options $(ii)$

such that the terms and conditions of Options become the same as the Listed Options on the terms and conditions in the Explanatory Memorandum."

Votina exclusion

The Company will disregard any votes cast on this Resolution by Mr Neil Biddle or any of his associates. 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
it is cast by the person chairing the General Meeting as proxy for a person who $(b)$ is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 3 - Approval of the variation of the terms and $\mathbf{R}$ conditions of Options currently on issue to Mr John W Barr

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

" Subject to the ASX approving the official quotation of the Listed Options, that in accordance with ASX Listing Rule 6.23.4. Shareholders approve the variation of the terms and conditions of 2.300.000 Options granted to Mr John W Barr or his nominee as follows:

$(i)$ to make them transferable: and
for the Company to make an application for quotation of the Options $(ii)$

such that the terms and conditions of Options become the same as the Listed Options on the terms and conditions in the Explanatory Memorandum "

Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr John W Barr or any of his associates. 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 General 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 4 - Approval of the variation of the terms and $\mathbf{A}_{\cdot}$ conditions of Options currently on issue to Mr Michael Bowen

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

" Subject to the ASX approving the official quotation of the Listed Options, that in accordance with ASX Listing Rule 6.23.4. Shareholders approve the variation of the terms and conditions of 1.100.000 Options granted to Mr Michael Bowen or his nominee as follows:

$(i)$ to make them transferable; and
for the Company to make an application for quotation of the Options $(ii)$

such that the terms and conditions of Options become the same as the Listed Options on the terms and conditions in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr Michael Bowen 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 General 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.

5. Resolution 5 - Approval of the variation of the terms and conditions of Options currently on issue to Mr Terence Smith

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

" Subject to the ASX approving the official quotation of the Listed Options, that in accordance with ASX Listing Rule 6.23.4. Shareholders approve the variation of the terms and conditions of 2,000,000 Options granted to Mr Terence Smith or his nominee as follows:

$(i)$ to make them transferable; and
$(ii)$ for the Company to make an application for quotation of the Options

such that the terms and conditions of Options become the same as the Listed Options on the terms and conditions in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr Terence Smith 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 General 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 - Approval of the variation of the terms and conditions of other Options currently on issue

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

" Subject to the ASX approving the official quotation of the Listed Options, that in accordance with ASX Listing Rule 6.23.4. Shareholders approve the variation of the terms and conditions of 4.650,000 Options currently granted to all other holders of Options as follows:

$(i)$ to make them transferable; and
for the Company to make an application for quotation of the Options $(ii)$

such that the terms and conditions of Options become the same as the Listed Options on the terms and conditions in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this Resolution by any person that holds an Option the subject of the approval or any of their associates. However, the Company will not disregard a vote if:

$(b)$ 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
$(c)$ it is cast by the person chairing the General 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 - Refreshment of Placement Facility

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

"That, pursuant to and in accordance with ASX Listing Rule 7.1 and for all other purposes. Shareholders authorise the issue by the Directors of up to 5,000,000 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 in the Explanatory Memorandum accompanying this Notice ("Placement Facility")."

Votina Exclusion

The Company will disregard any votes cast on this resolution by a person or their associate, who may participate in the Placement Facility and might obtain a benefit, (except a benefit solely in their capacity as 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 General 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.

8. Resolution 8 - Authority to Grant Options to Employees and Consultants

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

"That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes. Shareholders authorise the Directors to grant up to 5,000,000 Listed Options to employees, consultants and advisors of the Company on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person or their associate, who may participate in the grant of Listed Options and might obtain a benefit. (except a benefit solely in their capacity as holder of ordinary securities), if the resolution is passed. 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 - Section 195 Approval $9₁$

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

"That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the Directors completing the transactions as contemplated in this Notice."

Dated 25 January 2006 By Order of the Board

. . . . . . . . . . . . . . . . . . . . Damian Delaney Company Secretary

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 1 March 2006 at 10.30am (WST).

$\mathbf 1$ Resolution 1 – Approval of Pro-rata Issue of Options

$1.1$ General

Resolution 1 seeks Shareholders' approval for the Directors to make a pro-rata issue of Options to all Shareholders on the basis of one Listed Option for every two Shares held by Shareholders at the issue price of A\$0.02 per Listed Option ("Pro-rata Issue").

The terms and conditions of the Listed Options offered under the Pro-rata Issue are contained in Schedule 2.

The Company is yet to determine the timetable for the Pro-rata Issue but when it does so will ensure it is in accordance with the ASX Listing Rules.

The Company will make application to ASX for official quotation of the Listed Options. If ASX refuses quotation of the Listed Options the Pro-rata Issue will not proceed and the funds raised will be returned to Shareholders less interest which will be retained by the Company.

Shareholders' approval for the Pro-rata Issue in accordance with Listing Rule 7.1 is not required as the Pro-rata Issue falls within Exception 1 of ASX Listing Rule 7.2. 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.

The following information is provided as follows:

the maximum number of securities the Company can issue under the Pro-rata $(a)$ Issue is approximately 42,814,135 Listed Options (depending on whether any options in the Company are exercised prior to the Pro-rata Issue);
$(b)$ the Company will grant the Listed Options as soon as reasonably possible following completion of the Pro-rata Issue;
$(c)$ the Listed Options under the Pro-rata Issue will be offered to all shareholders;
$(d)$ the Listed Options are listed options of the Company. The terms of the Listed Options are contained in Schedule 2 of this Explanatory Memorandum;
the grant of the Listed Options will occur progressively; $(e)$
$(f)$ the capital raised from the Pro-rata Issue will be approximately \$856,300 (depending on whether any options in the Company are exercised prior to the Pro-rata Issue) and will be used to advance exploration on the Manbarrum Lead-Zinc-Silver Project and the balance will be used to fund working capital requirements, and
$(q)$ a voting exclusion statement is included in the Notice.

$2₁$ Resolutions 2, 3, 4, 5 & $6 -$ Approval of the variation of the terms and conditions of Options

$2.1$ General

Resolutions 2, 3, 4, 5 & 6 seek Shareholder approval pursuant to ASX Listing Rule 6.23.4 and section 195(4) of the Corporations Act for the variation of the terms and conditions of a total of 15,966,000 Options issued to the optionholders as follows to Mr Neil Biddle, Mr John W Barr, Mr Michael Bowen and Mr Terence Smith or their nominees but which remain unexercised (collectively the "Participating Directors") and employees and consultants who have been issued Options.

The terms and conditions of the Options prior to the variation are the same as those of Listed Options except that the Options are non-transferable and no application for quotation of the Options may be made by the Company.

It is proposed to vary the terms and conditions of the Options by converting the Options from being non-transferable to being transferable and enabling the Company to make an application for quotation of the Options. The effect of the variation is that the Options will have the same terms as the Listed Options.

If the ASX refuses official quotation of the Listed Options then the variation of the Option terms and conditions contemplated in Resolutions $2 - 6$ will not occur.

Resolutions 2, 3, 4, 5 & 6 do not apply to the RAB Options granted by the Company to RAR

If all of the Resolutions in this notice are passed there will be three classes of options granted by the Company; Listed Options, RAB Options and unlisted options granted to employees and consultants under the Company's employee option plan.

The Current holders of Options to which Resolutions $2 - 6$ apply are as follows:

Name of Option Holder	Number of Options issued
Hatched Creek Pty Ltd (nominee of Mr Neil Biddle)	4,500,000
Kensington Consulting Pty Ltd (nominee of Mr John W Barr)	2,300,000
Bouchi Pty Ltd (nominee of Mr Michael Bowen)	1,100,000
Teas Nominees Pty Ltd (nominee of Mr Terence	2,000,000

Total	14,550,000
Nefco Nominees Pty Ltd	2,000,000
Chivington Pty Ltd	1,400,000
Cornerstone Advisors Pty l td	1,000,000
Konei Pty Ltd	250,000
Smith)

Each of Resolutions 2, 3, 4, 5 and 6 are separate resolutions and are not dependent on each other.

$2.2$ Reason approval required

Shareholder approval is required under ASX Listing Rule 6.23.4. ASX Listing Rule 6.23.4 requires that a change in the terms of options which is not prohibited under ASX Listing rule 6.23.3 can only be made if holders of ordinary securities approve the change. The amendments to the Option terms are not prohibited by the ASX Listing Rules

Resolution 7 - Refreshment of Placement Facility $\overline{3}$ .

$3.1$ General

On 23 November 2005 at the Annual General Meeting of the Company a resolution was passed giving the Directors authority to issue up to 10,000,000 Shares each at an issue price of at least 80% of the average market price of Shares calculated in accordance with ASX Listing Rule 7.3.3 at the date(s) of issue to raise approximately \$1,800,000 within 3 months of the Annual General Meeting.

The placement facility approved at the Annual General Meeting was for the issue of 10,000,000 Shares. Only half of this facility (5,000,000 Shares) is being refreshed as the other half of the funds sought to be raised in the original placement facility are being raised by the Pro-rata Issue.

The effect of passing this Resolution will be to refresh the Placement Facility for which Shareholder approval was obtained at the Annual General Meeting. The effect of this is the Company may use the Placement Facility for 3 months from the date of this approval without using its 15% capacity. 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:

the maximum number of Shares the Company can issue under the Placement $(a)$ Facility is 5,000,000;
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 $7.3.2$ :

$(c)$ as subscriptions to the Placement Facility have not vet 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;
$(d)$ the Shares to be issued will be fully paid ordinary Shares in the capital of the Company:
$(e)$ the proposed uses of the funds raised from the Placement Facility are to further the Company's exploration, including a potential drilling program at the Manbarrum lead-zinc project (\$900,000);
$(f)$ the amount of \$900,000 proposed to be raised pursuant to the Placement Facility has been based on the issue and allotment of 5,000,000 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 \$900,000 the above figure will be adjusted proportionately; and
$(a)$ a voting exclusion statement is included in this Notice.

$\mathbf{A}$ Resolution 8 - Authority to Grant Options to Employees and Consultants

Resolution 8 seeks shareholder approval pursuant to Listing Rule 7.1 for the grant of up to 5,000,000 Listed Options, to be granted at the discretion of the Directors to key employees, consultants and advisors of the Company.

The two main purposes of the issue of the Listed Options are to give an incentive to employees and consultants to provide dedicated and ongoing commitment and effort to the Company and for the Company to reward employees and consultants for their efforts. The Listed Options will be issued under the terms and conditions as set out in Schedule 2.

Directors will not be eligible to participate in this issue.

Listing Rule 7.1 - Shareholder approval of the grant of Listed Options

Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue.

While the Listed Options to be granted under this Resolution do not exceed the 15% limit, Shareholder approval is being sought such that the grant of the Options does not reduce the Company's 15% capacity.

Specific Information Required by ASX Listing Rule 7.3

For the purposes of Shareholder approval of the Listed Option Issue and the requirements of Listing Rule 7.3, information is provided as follows:

the maximum number of securities the Company can issue under Resolution 8 $(a)$ is 5,000,000 Listed Options (which upon exercise each convert into one Share);

$(b)$ the Company will grant the Listed Options no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow):
the Listed Options will be granted to key employees, consultants and advisors $(c)$ of the Company who are not related parties of the Company or their associates. at the discretion of Directors:
$(d)$ the Listed Options are listed options of the Company. The terms of the Listed Options are contained in Schedule 2 of this Explanatory Memorandum;
the grant of the Listed Options will occur progressively; $(e)$
the Listed Options will be granted for nil consideration and therefore no funds $(f)$ will be raised; and
a voting exclusion statement is included in the Notice. $(a)$

5. Resolution 9 - Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

The Directors may have a material personal interest in the outcome of Resolutions 2 to 5. In the absence of this Resolution 9, the Directors may not be able to form a guorum at directors meetings necessary to carry out the terms of Resolutions 2 to 5.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon.

Resolution 9 is an ordinary resolution.

6. 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:

"Article" means an article of the Constitution.

"ASX" means the 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.

"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 2.

"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.

"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 paragraph 2 of section 1.1 of the Explanatory Memorandum.

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

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

"RAB" means RAB Special Situations LP, a company incorporated in England and Wales.

"RAB Options" means each option over an unissued Share exercisable at A\$0.12 on or before 30 April 2007 held by RAB.

"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 Listed Options

$\ddagger$ Entitlement

The options entitle the holder to subscribe for one (1) unissued Share upon the exercise of each option.

$\overline{2}$ . Exercise Price

The exercise price of each option is A\$0.15.

$\mathbf{3}$ Expiry Date

Each option expires 31 May 2007.

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

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

Notice of Exercise 5.

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

6. Shares issued on exercise

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

$\overline{7}$ . 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 options.

8. Timing of issue of Shares

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

$(a)$ issue the Share; and
$(b)$ 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 option; and
$(ii)$ receipt of cleared funds equal to the sum payable on the exercise of the options.

$9₁$ Participation in new issues

There are no participation rights or entitlements inherent in the options and holder will not be entitled to participate in new issues of capital offered to Shareholders 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 ten business days after the issue is

announced. This will give the holder of options the opportunity to exercise their 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):

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

$11$ 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 an option will be reduced according to the following formula:

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

$N+1$

$\Omega$ the old Exercise Price of the option. $\sim$
$F =$ the number of underlying Shares into which one (1) option is exercisable.
$\mathbb P$ $\equiv$ 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 ex rights date or ex entitlements date.
$\mathcal{S}$ $\equiv$ the subscription price of a Share under the pro rata issue.
$\mathbb{D}$ the dividend due but not yet paid on the existing underlying Shares (except $\frac{1}{2}$ 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 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 optionholder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

$13.$ Quotation of options

Application for quotation of the options will be made by the Company.

$14.$ Options transferable

The 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 options with the appropriate remittance should be lodged at the Company's share registry.

PROXY FORM

______________________________________

The Company Secretary Tennant Creek Gold Limited

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

$1/\mathsf{We}$ ¹ _______________________________________

$of \Box$

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 General Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 1 March 2006 at 10 30am (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*/ [ 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:

If the chairman of the General Meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 2-8 please tick this box. By marking this box you acknowledge that the chairman of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 2-8 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 General Meeting will not cast your votes on Resolutions 2-8 and your votes will not be counted in computing the required majority if a poll is called on the Resolution.

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

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

		гог	дуаны	мозын
Resolution 1	Authority of pro-rata issue of Options
Resolution 2	Approval of the variation of the terms and conditions of Options currently on issue to Mr Neil Biddle
Resolution 3	Approval of the variation of the terms and conditions of Options currently on issue to Mr John W Barr
Resolution 4	Approval of the variation of the terms and conditions of Options currently on issue to Mr Michael Bowen
Resolution 5	Approval of the variation of the terms and conditions of Options currently on issue to Mr Terence Smith
Resolution 6	Approval of the variation of the terms and conditions of other Options currently on issue
Resolution 7	Refreshment of placement facility
Resolution 8	Authority to grant options to employees and consultants
Resolution 9	Section 195 Approval

American Abertation

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

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
Contact Name	Contact Daytime Telephone	Date
Insert name and address of Shareholder	Insert name and address of proxy	*Omit if not applicable

Proxy Notes:

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

if signed under a Power of Attorney, you must have already lodged it with the registry, or Power of Attorney: alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when vou 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 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 general meeting (WST).

Facsimile:	+618 9327 0901
Post:	PO Box 1176 West Perth WA 6872
Delivery:	Level 3 30 Richardson Street

West Perth WA 6005

AI assistant

TIVAN LIMITED — AGM Information 2006

65967_rns_2006-01-30_23a622ec-47bb-48a5-a46d-ed73f2f68eb8.pdf

NOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING

AGENDA

$\mathbf 1$ Resolution 1 - Approval of Pro-rata Issue of Options

$21$ Resolution 2 – Approval of the variation of the terms and conditions of Options currently on issue to Mr Neil Biddle

Votina exclusion

Resolution 3 - Approval of the variation of the terms and $\mathbf{R}$ conditions of Options currently on issue to Mr John W Barr

Voting exclusion

Resolution 4 - Approval of the variation of the terms and $\mathbf{A}_{\cdot}$ conditions of Options currently on issue to Mr Michael Bowen

Voting exclusion

5. Resolution 5 - Approval of the variation of the terms and conditions of Options currently on issue to Mr Terence Smith

Voting exclusion

6. Resolution 6 - Approval of the variation of the terms and conditions of other Options currently on issue

Voting exclusion

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

Votina Exclusion

8. Resolution 8 - Authority to Grant Options to Employees and Consultants

Voting Exclusion

Resolution 9 - Section 195 Approval $91$

EXPLANATORY MEMORANDUM

Introduction

$\mathbf 1$ Resolution 1 – Approval of Pro-rata Issue of Options

$1.1$ General

$21$ Resolutions 2, 3, 4, 5 & $6 -$ Approval of the variation of the terms and conditions of Options

$2.1$ General

$2.2$ Reason approval required

Resolution 7 - Refreshment of Placement Facility $\overline{3}$ .

$3.1$ General

$3.2$ Specific Information Required by ASX Listing Rule 7.3

$\mathbf{A}$ Resolution 8 - Authority to Grant Options to Employees and Consultants

Listing Rule 7.1 - Shareholder approval of the grant of Listed Options

Specific Information Required by ASX Listing Rule 7.3

5. Resolution 9 - Section 195 Approval

6. Action to be taken by Shareholders

Schedule 1 - Definitions

Schedule 2 - Terms and Conditions of Listed Options

$\ddagger$ Entitlement

$\overline{2}$ . Exercise Price

$\mathbf{3}$ Expiry Date

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

Notice of Exercise 5.

6. Shares issued on exercise

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

8. Timing of issue of Shares

$91$ Participation in new issues

$10.$ Adjustment for bonus issues of Shares

$11$ Adjustment for rights issue

$12.$ Adjustments for reorganisation

$13.$ Quotation of options

$14.$ Options transferable

$15.$ Lodgement Instructions

PROXY FORM

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

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

Proxy Notes:

Return of Proxy Forms

More from TIVAN LIMITED

TIVAN LIMITED AGM Information 2006

$2₁$ Resolution 2 – Approval of the variation of the terms and conditions of Options currently on issue to Mr Neil Biddle

Resolution 9 - Section 195 Approval $9₁$

$2₁$ Resolutions 2, 3, 4, 5 & $6 -$ Approval of the variation of the terms and conditions of Options

$9₁$ Participation in new issues