TIVAN LIMITED — AGM Information 2008

Oct 13, 2008

ABN 12 000 817 023

T +61 8 9327 0900 F +61 8 9327 0901 E corporate@tngltd.com.au

Level 1, 282 Rokeby Road Subiaco WA 6008 PO Box 1126 Subiaco WA 6904

www.tngltd.com.au

The Manager ASX Limited Level 8 Exchange Plaza 2 The Esplanade Perth WA 6000

Dear Sir

Attached letter and Notice of Annual General Meeting

Attached is the notice of Annual General Meeting and a covering letter mailed to Shareholders.

The Company wishes to clarify that Mr Smith and Mr Bowen, having decided not to stand for reelection as directors, will resign effective from the conclusion of the Annual General Meeting.

Yours Sincerely

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Simon Robertson Company Secretary

TNG LIMITED

ABN 12 000 817 023

T +61 8 9327 0900 F +61 8 9327 0901 E corporate@tngltd.com.au Level 1 282 Rokeby Road Subiaco WA 6008 PO Box 1126 Subiaco WA 6904

www.tngltd.com.au

Artist Peggy Griffiths “Jinamoom ~ Flood Water” www.waringarriarts.com.au

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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 Tuesday, 11 November 2008 at 10.00am (WDST).

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 Tuesday, 11 November 2008 at 10.00am (WDST) ( "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 Monday, 10 November 2008 at 9.00 am (WDST).

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

AGENDA

Financial, Directors’ and Auditors’ Report

To receive the Financial Report, Directors’ Report and Auditors' Report of the Company and its controlled entities for the financial year ended 30 June 2008.

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 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 Fry, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.”

3. Resolution 3 – Approval of issue of Options to Mr John W Barr

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 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the issue of 4,000,000 Options to Mr John W Barr 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 John W Barr and 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.

4. Resolution 4 – Approval of issue of Options to Mr Neil Biddle

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 4,000,000 Options to Mr Neil Biddle 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 Neil Biddle and 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.

5. Resolution 5 – Approval of issue of 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 2,000,000 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 and any of his associates. However, the Company will not disregard a vote if:

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• (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.

6. Resolution 6 – Approval of issue of Options to Mr Paul Burton

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 2,000,000 Options to Mr Paul Burton 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 Paul Burton and 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.

7. Resolution 7 – Approval of issue of Options to Mr Simon Robertson

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

"That in accordance with ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 500,000 Options to Mr Simon Robertson or his nominees 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 or an associate of that person. However, the Company need 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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8. Resolution 8 – Section 195 Approval

To consider, and if thought fit, to pass with or without amendment 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 and authorise the Directors to complete the transactions as contemplated in this Notice."

Dated 26 September 2008 By Order of the Board

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Simon Robertson 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 Tuesday, 11 November 2008 at 10.00am (WDST).

Financial, Directors’ and Auditors' Report

Shareholders will be offered the opportunity to discuss the Financial Report, Directors’ Report and Auditors' Report for the financial year ended 30 June 2008 at the Meetingcopies of which can be found on the TNG Limited website www.tngltd.com.au or by contacting the Company’s registered office on (08) 9327 0900.

Shareholders will be offered the opportunity to ask questions or make comments on the management of the Company.

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 2008 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 Edward Fry

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 Edward Fry will retire by rotation and seek re-election.

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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 that Mr Edward Fry 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 Edward Fry.

3. Resolutions 3 to 6 – Approval of issue of Options

3.1 General

Resolutions 3 to 6 seek Shareholder approval in accordance with Listing Rule 10.11 and Chapter 2E of the Corporations Act for the issue of a total of 12,000,000 Options to the Directors (or their nominees) as follows:

Mr John W. Barr 4,000,000 Options; Mr Neil Biddle 4,000,000 Options; Mr Edward Fry 2,000,000 Options; and Mr Paul Burton 2,000,000 Options.

The Options are unlisted but are transferable. No application for quotation of the Options will be made by the Company until such time as the Company in its absolute discretion determines otherwise.

The purpose of the issue of the 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 Options in Resolutions 3 to 6 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.

3.2 Reason approval required

Shareholder approval is required under Listing Rule 10.11 and section 208 of the Corporations Act because the Directors are related parties of the Company.

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

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

Listing Rule 10.13 and 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:

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• (a) 12,000,000 Options will be issued to the Directors (or their nominees) as follows:

Name of Director	Maximum number of Options to be issued
John W. Barr	4,000,000
Neil Biddle	4,000,000
Edward Fry	2,000,000
Paul Burton	2,000,000

• (b) Each Option will be issued for nil consideration. Each Option entitles the holder to subscribe for one (1) Share at an exercise price of A$0.10, exercisable on or before 31 December 2012.

• (c) The Options are unlisted and transferable. No application for quotation of the Options will be made by the Company until such time as the Company in its absolute discretion determines otherwise. Further terms and conditions of the Options are in Schedule 2.

• (d) The Company will issue the 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.

• (e) Each Director has an interest in the Resolutions under which Options will be granted to him and therefore believes it inappropriate to make a recommendation.

• (f)

The current security holdings of the Directors are as follows:

Name of Director	Shares	Options to be issued	Existing Options
John W. Barr1	9,980,000	4,000,000	3,000,000
Neil Biddle2	5,308,280	4,000,000	3,000,000
Edward Fry3	2,263,392	2,000,000	1,500,000
Paul Burton4	600,000	2,000,000	1,500,000

1642,500 Shares are held by Cavendish Corporation Limited, 6,925,000 and 3,000,000 Options are held by Kensington Consulting Pty Ltd, and 2,412,500 Shares are held by Kensington Capital Pty Ltd, which are related parties of Mr John W. Barr.

2 5,308,280 Shares and 150,000 Options are held by Biddle Partners Pty Ltd and 2,850,000 Options held by Hatched Creek Pty Ltd, which are related parties of Mr Neil Biddle.

3 1,513,392 Shares and 500,000 Options held by Mr Edward Fry, 750,000 Shares and by 1,000,000 Options are held by Gimbulki Holdings Pty Ltd, which is a related party of Mr Edward Fry.

4 100,000 Shares and 1,500,000 Options held by Mr Paul Burton and 500,000 Shares held by the Burton Family Trust, which is a related party of Mr Paul Burton.

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

• (h) No funds will be raised by the issue of the Options as they are being issued for nil consideration.

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• (i) Shareholders have previously approved an aggregate amount of up to $300,000 to be paid as directors fees. The Directors have resolved that each Director shall receive the amount of $40,000 per annum as Directors’ fees plus statutory superannuation.

In addition entities associated with the Directors provide geological and management consulting services to the Company based on normal commercial terms and charged on a time basis. Amounts invoiced to the Company and Directors' fees in the twelve months to 30 June 2008 are as follows:

	Salary	Super	Share	Total
	and Fees		based
			Payment
			s Options
	$	$	$	$
J W Barr related entities2	166,000	3,600	-	169,600
N Biddle related entities2	228,664	3,600	-	232,265
E Fry related entities	160,000	3,600	289,036	452,636
P Burton related entities1	178,615	18,069	-	196,684

1 Mr Paul Burton is employed by TNG Limited as Exploration Manager and earned the above amounts as salary. From the date of his appointment as a Director (11 August 2008) Mr Burton is also receiving director's fees of $40,000 per annum in addition to his salary.

2 Paid in accordance with contracts approved by Shareholders at general meetings.

• (j) On the basis of the assumptions below, independent accountants BDO Kendalls Corporate Finance (WA) Pty Ltd has determined the technical value of one Option approximates A$0.0276 This valuation imputes a total value of A$331,200 to the Options.

The value of Option attributable to each Director is as follows:

Director	Number of Options proposed to be granted	Value of Options
John W Barr	4,000,000	$110,400
Neil Biddle	4,000,000	$110,400
Edward Fry	2,000,000	$55,200
Paul Burton	2,000,000	$55,200
Total	12,000,000	$331,200

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 Australian Government five year bond rate of 5.46%;

• (ii) the date of valuation is, for the purposes of settling the current market value of a Share, is 23 September 2008;

• (iii) on 23 September 2008 the Share price was A$0.050 which is the price used in the valuation; and

• (iv) the standard deviation of returns of the Options is set at 90% which is based on the Company's historical data.

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• (k) The exercise of the Options as outlined in Resolutions 3 to 6 will result in a dilution of all other Shareholders’ holdings in the Company of 2.5% based on issued Shares as at the date of this Explanatory Memorandum.

• (l) The market price of Shares would normally determine whether the Directors will exercise the Options or not. If the 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.

(m)	Historical	share price information for the last twelve months is as follows:	share price information for the last twelve months is as follows:
		Price	Date
	Highest	$0.63	19/10/2008
	Lowest	$0.044	12/9/2008
	Last	$0.054	25/9/2008

• (n) 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 Resolutions 3 to 6.

• (o) As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.

4. Resolution 7 – Approval of issue of Options to Mr Simon Robertson

4.1 General

Resolution 7 seeks Shareholder approval in accordance with Listing Rule 7.1 for the issue of 500,000 Options to Mr Simon Robertson, Company Secretary.

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 500,000 Options propose to be granted under this Resolution 7 do not exceed the 15% limit, Shareholder approval is being sought such that the grant of the 500,000 Options do not reduce the Company’s 15% capacity.

4.2 Specific information required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3 information regarding the issue of the Options to Mr Simon Robertson is provided as follows:

• (a) The maximum number of options to be issued pursuant to Resolution 7 is 500,000 Options.

• (b) The Options will be issued no later than three months after the date of the Meeting, or such later date as approved by ASX.

• (c) The Options will be issued for nil consideration.

• (d) It is anticipated that allotment will occur on one date.

• (e) The Options will be allotted to Mr Simon Robertson (or his nominee).

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• (f) The terms and conditions of the Options are set out in Schedule 2. The Shares to be issued on exercise of Options will be fully paid ordinary Shares in the capital of the Company.

• (g) No funds will be raised from the issue of the Options.

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

5. Resolution 8 – 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.

Some of the Directors may have a material personal interest in the outcome of Resolutions 3 to 6. In the absence of this Resolution 8, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 3 to 6.

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

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, 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 2008 annual report of the Company and its controlled entities a copy of which was lodged with ASX.

"Article" means an article of the Constitution.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

"Auditor’s Report" means the auditor’s report on the Financial Report.

"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.

"Directors’ Report" means the annual directors’ report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

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

"Financial Report" means the 2008 annual financial report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

"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$0.10 on or before 31 December 2012 on the terms and conditions in Schedule 2.

"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.

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"Shareholder" means a shareholder of the Company.

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

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Schedule 2 – Terms and Conditions of Options

1. Entitlement

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

2. Exercise Price

The exercise price of each Option is A$0.10.

3. Expiry Date

Each Option expires 31 December 2012.

4. Exercise Period

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

5. Notice of Exercise

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 a 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.

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

• 8.1 issue the Share; and

• 8.2 do all such acts matters and things to obtain

• (a) the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option; and

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

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9. 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 a Option will be increased by the number of Shares which the Option holder would have received if the Option holder 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 or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a 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 Option.

• E = the number of underlying Shares into which one (1) 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 Option holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

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13. Quotation of Options

The Options will be unlisted Options. No application for quotation of the 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 quotation of the Options and the ASX accepts the application for quotation of the Options then the Options will be listed Options from the time that the ASX accepts such application.

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.

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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 Tuesday, 11 November 2008 at 10.00am (WDST) 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 Edward Fry as a Director Resolution 3 Approval of issue of Options to Mr J W Barr Resolution 4 Approval of issue of Options to Mr N Biddle Resolution 5 Approval of issue of Options to Mr E Fry Resolution 6 Approval of issue of Options to Mr P Burton Resolution 7 Approval of issue of Options to Mr S Robertson Resolution 8 Section 195 approval	For	Against	Abstain

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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 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 (WDST).

Facsimile: +618 9327 0901 Post: PO Box 1126 Subiaco WA 6904 Delivery: Level 1 282 Rokeby Road Subiaco WA 6008

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