TIVAN LIMITED — AGM Information 2007

Oct 7, 2007

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TNG LIMITED A B N 1 2 0 0 0 8 1 7 0 2 3

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 8 November 2007 at 10.00am (WST).

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

TNG LIMITED A B N 1 2 0 0 0 8 1 7 0 2 3

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of TNG Limited ( "Company" ) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 8 November 2007 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 Tuesday 6 November 2007 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 2007 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 with or without amendment 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 re-elected as a Director.”

3. Resolution 3 – Authorisation of Directors Fees

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

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"That in accordance with ASX Listing Rule 10.17 and Article 6.5(a) of the Constitution the maximum aggregate remuneration which may be paid by the Company to its directors under Clause 6.5 of the Constitution be increased by $100,000 to a maximum sum of $300,000 a year.”

4. Resolution 4 – 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 40,000,000 Shares ( "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:

• (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.

5. Resolution 5 – Approval of issue of Incentive Options to 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:

• (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.

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6. Resolution 6 – Adoption of Employee Option Scheme

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

"That in accordance with Exception 9 of ASX Listing Rule 7.2 Shareholders approve the establishment of an employee option scheme to be called the "TNG Employee Option Scheme" and the issue of options pursuant to this scheme on the terms and conditions in the Explanatory Memorandum".

Voting Exclusion

The Company will disregard any votes cast on this resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or any associate of a Director. However, the Company will not disregard a vote if:

• (a) it is cast by the person as a 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

Dated 5th October 2007 By Order of the Board

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Damian Delaney Company Secretary

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TNG LIMITED A B N 1 2 0 0 0 8 1 7 0 2 3

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 Thursday, 8 November 2007 at 10.00am (WST).

Financial Report

Shareholders will be offered the opportunity to discuss the Financial Report at the Meeting. Copies of the Financial Statements can be found on the TNG Limited website www.tngltd.com.au or by contacting the Registered Office on (08) 9327 0900.

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 2007 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.

2. Resolution 2 – Re-election of Mr Terence Smith

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 Terence Smith will retire by rotation and seek re-election.

Mr Smith was 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

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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 unlisted 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 Directors Fees

Clause 6.5 of the TNG Limited Constitution provides that the Company may pay a maximum aggregate amount of directors’ fees of $200,000 or as otherwise determined by the Company in general meeting. Currently each director is paid $40,000 per annum plus statutory superannuation, currently 9%. As a result of the appointment of a 5[th] director in November 2006, this limit needs to be increased to maintain each directors fees at $40,000 plus statutory superannuation and enable the appointment of additional directors as and when appropriate.

4. Resolution 4 – Authorisation of TNG Placement Facility

4.1 General

Resolution 4 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 4 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 40,000,000 Shares), and there is no certainty that it will proceed with the issue.

4.2 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 securities the Company can issue under the Placement Facility is 40,000,000 Shares.

• (b) The Placement Securities under the Placement Facility will be issued 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 ASX Listing Rule 7.3.2).

• (c) The Shares 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 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.

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• (f) As subscriptions to the Placement Facility have not yet been arranged the total amount of funds raised have not been determined. If the Shares were placed at $0.50 (which is more than 80% of the current market price) $20,000,000 would be raised by the Placement Facility. The funds raised would be used to fund ongoing drilling exploration activities at the Company’s Manbarrum Zinc Lead Silver project and working capital. (as an estimate $15,000,000 for exploration and $5,000,000 for working capital purposes).

• (g) Allotment of the Placement Securities to be issued under the Placement Facility will occur progressively.

• (h) A voting exclusion statement is included in the Notice.

5. Resolution 5 – Approval of issue of Incentive Options to Mr Edward Fry

5.1 General

Resolution 5 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 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 the ASX Corporate Governance Principles and Recommendations. However, the Board considers the issue of Incentive Options in Resolution 5 to be reasonable in the circumstances given the Company's size, stage of development, and the need to attract and retain 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.

5.2 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.

5.3 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).

• (b) The maximum number of Incentive Options to be issued to Mr Fry is 1,500,000.

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• (c) The Company will issue the Incentive Options no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (d) Mr Fry is a Director of the Company.

• (e) Each Incentive Option will be issued for nil consideration. Each Incentive Option entitles the holder to subscribe for one (1) Share at an exercise price of A$0.49, exercisable on or before 31 March 2010. The Incentive Options are 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.

• (g) No funds will be raised by the issue of the Incentive Option.

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:

• (a) The related party to whom the financial benefit is to be given is Mr Fry (or his nominee).

• (b) The nature of the financial benefit is the issue of 1,500,000 Incentive Options to Mr Fry (or his nominee).

• (c) Mr Fry, a Director, has an interest in Resolution 5 under which Incentive Options will be granted to him and therefore believes it inappropriate to make a recommendation. The other Directors, who are not being granted Incentive Options, are in favour of Resolution 5.

• (d) On the basis of the assumptions below, independent accountants BDO have determined the technical value of one Incentive Option approximates A$0.484. This valuation imputes a total value of A$726,000 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:

• (i) interest rate set at the Commonwealth Government securities rate of 6.38%;

• (ii) the date of valuation for the purposes of settling the current market value of a Share is 26 September 2007;

• (iii) at this date the Share price was A$0.69 which is the price used in the valuation;

• (iv) the standard deviation of returns of the Incentive Options is set at 80% which is based on the Company's historical data; and

• (v) the Incentive Options will not be exercised any earlier than 30 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 0.82% based on issued Shares as at the date of this Notice and a dilution of 0.75% on a fully diluted basis.

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• (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.

• (g) Subject to the successful passing of Resolution 3, Shareholders have approved an aggregate amount of up to A$300,000 to be paid as Directors' fees.

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

Base Remuneration Super Contributions Total (per annum) $40,000 $3,600 $43,600

In addition entities associated with Mr Fry provide management consulting services to the Company on normal commercial terms and charged on a retainer basis of $10,000 per month for a maximum of 7 days work per month. An amount of $70,000 was invoiced to the Company in the twelve months to 30 June 2007.

• (h) Historical share price information for the last three months is as follows:

	Price	Date
Highest	$1.12	29 June 2007
Lowest	$0.49	23 August 2007
Last	$0.69	26 September 2007

(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 5.

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

6. Resolution 6 - Adoption of Employee Option Scheme

Resolution 6 seeks Shareholder approval in accordance with the ASX Listing Rule 7.2 for the establishment of the TNG Employee Option Scheme and the issue of Options pursuant to this Scheme.

Please note that the Directors of the Company are not eligible to participate in the Employee Option Scheme.

The two main purposes of the Scheme are to give an incentive to the Eligible Employees to provide dedicated and ongoing commitment and effort to the Company aligning the interests of both employees and Shareholders and for the Company to reward Eligible Employees for their efforts. The Scheme contemplates the issue to Eligible Employees of options to subscribe for Shares.

ASX Listing Rule 7.1 places restrictions on the number of equity securities, including options, which a listed company may issue in any 12 months. However, certain issues

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are exempt from this ASX Listing Rule and are effectively disregarded for the purposes of counting the number of securities which a company may issue.

Exempt issues include an issue of securities to persons participating in an employee option scheme where shareholders have approved the issue of securities under the scheme as an exemption from ASX Listing Rule 7.1. Shareholder approval must be given in a general meeting held not more than 3 years before the date of issue where the Notice contains or is accompanied by certain prescribed information (set out below).

In order to take advantage of the exemption from ASX Listing Rule 7.1 and allow the Company greater flexibility to issue securities, Shareholders are requested to approve the Scheme as an exemption from ASX Listing Rule 7.1.

This approval will be effective for a period of 3 years from the date the passing by Shareholders of Resolution 6.

For the purpose of ASX Listing Rule 7.2 Exception 9 the terms of the Scheme are in Schedule 3.

7. 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, 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.

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Schedule 1 - Definitions

In this Explanatory Memorandum, Notice and Proxy Form:

"Annual Report" means the 2007 Annual Report of the Company, a copy of which was lodged with the ASX.

"Article" means an article of the Constitution.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Securities Exchange Limited.

"Board" means the board of Directors.

"Company" means TNG 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.

"Incentive Option" means an option over an unissued Share exercisable at A$0.49 on or before 31 March 2010 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.

"Placement Facility" has the meaning in Resolution 4.

"Placement Securities" has the meaning in Resolution 4.

"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.

"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.

Words defined in the Schedules which are used in the Explanatory Memorandum have the meaning in the relevant Schedule.

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Schedule 2 – Terms and Conditions of Incentive Options

1. Entitlement

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

2. Exercise Price

The exercise price of each Incentive Option is A$0.49.

3. Expiry Date

Each Incentive Option expires on the earlier of:

• (a) 31 March 2010; and (b) 90 days from the termination of the consulting contract of the Optionholder with the Company .

4. 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.

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Timing of issue of Shares

After an Incentive 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 Incentive Option; and

• (ii) receipt of cleared funds equal to the sum payable on the exercise of the Incentive Options.

9. 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

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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):

• (a) the number of Shares which must be issued on the exercise of an Incentive 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

• (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 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 = O – E [P – (S+D)] N+1

• O = the old Exercise Price of the Incentive Option.

• E = the number of underlying Shares into which one (1) Incentive Option is exercisable.

• P = 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.

• 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

The Options will be unlisted Options and no application for quotation of the Incentive Options will be made by the Company until such time as the Company in its absolute discretion determines otherwise. Should the Company make an application for a quotation of the Incentive Options and the ASX accepts the application for quotation of the Incentive Options then the Incentive Options will be listed options from the time that the ASX accepts such application.

14. Incentive Options transferable

The Incentive Options are transferable.

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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 Incentive Options with the appropriate remittance should be lodged at the Company's share registry.

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Schedule 3 – TNG Employee Option Scheme

1. Scheme Terms and Conditions

The Directors are empowered to operate the Scheme in accordance with the Listing Rules and on the following terms and conditions:

• (a) Subject to paragraph (d), the Directors may offer to issue Options to Eligible Employees in accordance with Class Order 03/184, the Scheme and in such manner and on such terms and conditions as they in their absolute discretion determine.

• (b) If the Company offers you Options, to accept the offer complete the Acceptance Form or accept in such other form as the Directors may in their absolute discretion approve from time to time.

• (c) The Eligible Employees to participate in the Scheme shall be as the Directors in their absolute discretion determine and shall take into account skills, experience, length of service with the Company, remuneration level and such other criteria as the Directors consider appropriate in the circumstances.

• (d) Options may not be offered under this Scheme without the issue of a prospectus in accordance with Chapter 6D of the Corporations Act, if the aggregate of:

• (i) the number of Options to be issued;

• (ii) the number of Shares which would be issued if all the current Options issued under any employment incentive scheme were exercised;

• (iii) the number of Shares which have been issued as a result of the exercise of Options issued under any employee incentive scheme, where the Options were issued during the preceding five years; and

• (iv) all other Shares issued pursuant to any employee incentive scheme during the preceding five years;

but disregarding any offer made, Options or Shares issued by way of or as a result of:

• (v) an offer to a person situated at the time of receipt of the offer outside Australia;

• (vi) an offer that was an excluded offer or invitation within the meaning of the Corporations Act as it stood prior to the commencement of Schedule 1 of the Corporate Law Economic Reform Program Act 1999;

• (vii) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

• (viii) an offer under a disclosure document,

would exceed 5% of the then current number of Shares on issue.

• (e) The Directors may, in their absolute discretion, offer to Eligible Employees Options under the Scheme, notwithstanding that it has previously issued more than the 5% limit in paragraph (d), up to a maximum of 10%, provided that the

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issue is made in accordance with the requirements of Chapter 6D of the Corporations Act.

• (f) Options will be issued free of charge to Eligible Employees. The exercise price of the Options shall be as the Directors in their absolute discretion determine, provided that it shall not be less than that amount which is equal to 90% of the average market price of the Shares in the 5 days in which sales in the Shares were recorded immediately preceding the day on which the Directors resolve to offer the Options.

• (g) The Directors may limit the total number of Options which may be exercised under the Scheme in any year.

• (h) The Directors, in their absolute discretion, having regard to skills, experience, length of service with the Company, remuneration level and such other criteria as the Directors consider appropriate in the circumstances, shall determine criteria to establish the periods during which the Options may be exercised.

• (i) All Options with a common expiry date shall have the same exercise price and rights to participate in issues of securities by the Company.

• (j) Unless the Directors in their absolute discretion determine otherwise, Options shall lapse upon the earlier of:

• (i) the expiry of the exercise date;

• (ii) the Option holder ceasing to be an Eligible Employee by reason of dismissal, resignation or termination of employment, office or services for any reason;

• (iii) the expiry of 30 days after the Option holder ceases to be an Eligible Employees by reason of retirement; or

• (iv) a determination by the Directors that the Option holder has acted fraudulently, dishonestly or in breach of his or her obligations to the Company or an Associated Body Corporate;

• (k) If an Eligible Employee accepts an offer from the Company to participate in the Scheme then the Company will evidence the issue of an Option to an Eligible Employee by issuing that Eligible Employee a Certificate for that Option.

• (l) Each Option entitles the holder to subscribe for and be issued with one Share.

• (m) Shares issued pursuant to the exercise of Options will in all respects, including bonus issues and new issues, rank equally and carry the same rights and entitlements as other Shares on issue.

• (n) There are no participating rights or entitlements inherent in the Options and holders 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 7 business days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (o) The Options will not be quoted on the ASX. However, application will be made to the ASX for official quotation of the Shares issued on the exercise of the Options if the Shares are listed on the ASX at that time.

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• (p) An application to be issued Options may be made by Eligible Employees invited to participate in the Scheme in such form and on such terms and conditions concerning the closing date for applications as the Directors in their absolute discretion determine.

• (q) If at any time the issued capital of the Company is reconstructed, all rights of Option holders are to be changed in a manner consistent with the Listing Rules.

• (r) Subject to and in accordance with the Listing Rules (including any waiver issued under such Listings Rules), the Directors (without the necessity of obtaining the prior or subsequent consent of shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Terms and Conditions in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any Option issued before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected holder(s) is obtained.

• (s) At the absolute discretion of the Directors, the terms upon which Options will be issued may incorporate performance related factors. Such factors may reflect, inter alia, profitability levels, increases in production or decreases in production costs and may, subject to clause (r) above, be amended from time to time in a manner favourable to the Option holder. However such performance related factors, if included in the Option terms or so amended shall not act in any way to constitute a breach of the Terms and Conditions.

• (t) Notwithstanding the Terms and Conditions, upon the occurrence of a Trigger Event the Directors may determine:

• (i) that the Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fide so as to permit the holder to participate in any change of control arising from a Trigger Event provided that the Directors will forthwith advise in writing each holder of such determination. Thereafter, the Options shall lapse to the extent they have not been exercised; or

• (ii) to use their reasonable endeavours to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

• (u) An Option may not be transferred or assigned except that a legal personal representative of a holder of an Option who has died or whose estate is liable to be dealt with under laws relating to mental health will be entitled to be registered as the holder of that Option after the production to the Directors of such documents or other evidence as the Directors may reasonably require to establish that entitlement.

• (v) An Option is exercisable by the holder lodging with the Company a Notice of Exercise of Option together with a cheque for the exercise price of each Option to be exercised and the relevant Option Certificate. If not all of the holder's Options are being exercised, a holder must exercise Options in multiples of 1,000.

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• (w) Neither participation in the Scheme by the Company or an Associated Body Corporate or any Eligible Employees or Option holders or anything contained in these Terms and Conditions shall in any way prejudice or affect the right of the Company or an Associated Body Corporate to dismiss any Eligible Employees or Option holder or to vary the terms of employment of any Eligible Employees or Option holder. Nor shall participation or the rights or benefits of an Eligible Employees or Option holder under the Terms and Conditions be relevant to or be used as grounds for granting or increasing damages in any action brought by an Eligible Employees or Option holder against the Company or an Associated Body Corporate whether in respect of any alleged wrongful dismissal or otherwise.

• (x) At all times during which Eligible Employees may subscribe for or purchase Shares upon exercise of an Option issued pursuant to the Scheme, the Company shall provide, within a reasonable period of a request by Eligible Employees, the current market price of the Shares. Contact the Company Secretary to obtain this information.

• (y) The Scheme shall be administered by the Directors who shall have power to:

• (i) determine appropriate procedures for administration of the Scheme consistent with these Terms and Conditions;

• (ii) resolve conclusively all questions of fact or interpretation or dispute in connection with the Scheme and settle as the Directors in their absolute discretion determine expedient any difficulties or anomalies howsoever arising with or by reason of the operation of the Scheme;

• (iii) delegate to any one or more persons for such period and on such conditions as it may determine the exercise of any of the Directors' powers or discretions arising under the Scheme; and

• (iv) subject to the Listing Rules, waive strict compliance with, amend or add to the Terms and Conditions of the Scheme except for the provisions of clause (d), and where such actions are taken such actions shall be conclusive, final and binding on Option holders.

2. Definitions

In this Schedule the following terms shall bear the following meanings:

"Acceptance Form" means the Acceptance Form which will accompany the invitation to the Eligible Employee to participate in the Scheme.

"Associated Body Corporate" means:

• (i) a related body corporate (as defined in the Corporations Act) of the Company;

• (ii) a body corporate which has an entitlement to not less than 20% of the voting shares of the Company; and

• (iii) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

• "ASX" means the Australian Securities Exchange Limited.

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"Business Day" means those days other than a Saturday, Sunday, New Year's Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which the ASX shall declare and publish is not a business day.

"Certificate" means a certificate for any Option issued to Eligible Employees which will include all of the terms and conditions of the Option and the Notice of Exercise of Option or such other evidence of ownership that the Directors may in their absolute discretion determine from time to time.

"Company" means TNG Limited ACN 000 817 023.

"Company Group" means the Company and its Associated Bodies Corporate.

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

"Directors" mean the directors from time to time of the Company.

"Eligible Employees" means any full or part time employees or consultants of the Company or its Associated Bodies Corporate excluding Directors.

"Listing Rules" means the official listing rules of ASX as amended from time to time.

"Notice of Exercise of Option" means the Notice of Exercise of Option which will accompany the invitation to the Eligible Employee to participate in the Scheme.

"Offer Period" means the period referred to in the definition of that expression in Section 624 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of an off-market bidder's statement on the Company in relation to that takeover bid the Offer Period shall be deemed to have commenced at the time of that announcement.

"Option" means an option to acquire a Share issued in accordance with the Scheme.

"Scheme" means the TNG Limited ACN 000 817 023 Employee Option Scheme in which Eligible Employees may be invited to participate in accordance with the Terms and Conditions.

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

"Terms and Conditions" means the terms and conditions in this section 1 as amended from time to time.

"Trigger Event" means:

• (i) the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;

• (ii) the service of a bidder's statement or a like document on the Company; or

• (iii) the date upon which a person or a group of associated person becomes entitled, subsequent to the date of issue of the Option, to sufficient Shares to give it or them the ability, in general meeting to

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replace all, or allow a majority, of Directors in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

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TNG LIMITED ABN 12 000 817 023

P R O X Y F O R M

The Company Secretary TNG Limited

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

I/We[1] ___________

of _______________

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 Thursday, 8 November 2007 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 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 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:

Resolution 1 Remuneration Report Resolution 2 Re-election of Mr Terence Smith as a Director Resolution 3 Authorisation of Directors Fees Resolution 4 Authorisation of TNG Placement Facility Resolution 5 Issue of Incentive Directors’ options to Mr Edward Fry Resolution 6 Adoption of Employee Option Scheme	For	Against	Abstain

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

Individual or Shareholder 1 Sole Director and Sole Company Secretary Contact Name	Shareholder 2 Director Contact Daytime Telephone	Shareholder 3
		Director/Company Secretary
		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 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 1126 Subiaco WA 6904

Delivery: Level 1 282 Rokeby Road Subiaco WA 6008

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