TIVAN LIMITED — AGM Information 2010

Oct 10, 2010

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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 Wednesday, 10 November 2010 at 9.30am (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 Wednesday, 10 November 2010 at 9.30am (WST) ( "Meeting" ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday 8 November 2010 at 5.00 pm (WST).

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 Auditor’s Report of the Company and its controlled entities for the financial year ended 30 June 2010.

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 Paul Burton as a Director

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

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

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3. Resolution – Approve 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 and for all other purposes, the Shareholders approve and authorise the Directors to issue up to 40,000,000 Shares (“ Placement Shares ”) at an issue price each not less than 80% of the average market price for Shares on the five trading days prior to the date of the issue of the Shares or, if there is a prospectus relating to the issue of the Shares, over the last five trading days prior to the date of the prospectus ( "Placement Facility" ) to institutional and professional and sophisticated investors 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 issue and might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or any associate of that person.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

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

Dated 8 October 2010 By Order of the Board

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John W Barr Chairman

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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 Wednesday, 10 November 2010 at 9.30am (WST).

Financial, Directors’ and Auditors Report

Shareholders will be offered the opportunity to discuss the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2010 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 – Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Director’s Report for the year ended 30 June 2010 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 Paul Burton as a Director

Article 6.3(b)(ii) of the Constitution requires that a Director must retire from office no later than 3 years following that Director's last election.

Article 6.3(f) provides that a Director who retires under Article 6.3(b)(ii) is eligible for reelection.

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Pursuant to these Articles, Mr Burton will retire and seek re-election.

A brief resume of Mr Paul Burton is contained in the Annual Report.

The Board believes that Mr Burton has performed his duties and responsibilities as a director diligently and professionally, in the best interests of all Shareholders.

The Board unanimously supports the re-election of Mr Paul Burton.

3. Resolution 3 – Approve Placement Facility

1.1 General

Resolution 3 seeks Shareholders' approval pursuant to ASX Listing Rule 7.1 for the Directors to allot and issue the Shares under the Placement Facility.

The effect of passing Resolution 3 will be to allow the Directors to issue the Shares during the three month period after the Meeting (or a longer period, if allowed by ASX), without using up the Company's 15% placement capacity under ASX Listing Rule 7.1. The Company has not yet made any agreement or arrangement to issue the Shares or the number of Shares to be issued (other than the limit of 40,000,000 Shares), and there is no certainty that it will proceed with the issue.

1.2 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 Shares 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 Shares calculated in accordance with ASX Listing Rule 7.3.3 of at least 80% of the average market price for Shares on the five trading days prior to the date of the issue of the Shares or, if there is a prospectus relating to the issue of the Shares, over the last five trading days prior to the date of the prospectus.

• (d) As subscriptions to the Placement Facility have not yet been arranged, the allottees will be identified at the Directors' discretion but will not be related parties or associates of related parties of the Company.

• (e) The Shares to be issued will be fully paid ordinary shares in the capital of the Company.

• (f) The funds raised will be used for working capital purposes including expenditure in respect to the Mount Peake and other projects.

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

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

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4. 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 2010 annual report of the Company and its controlled entities a copy of which was lodged with ASX.

"Article" means an article of the Constitution.

"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 2010 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.

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

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

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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 Wednesday, 10 November 2010 at 9.30am (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*/ [ ] of the Shareholder’s votes.

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

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

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

For Against Abstain

Resolution	1	Remuneration Report
Resolution	2	Re-election of Mr Paul Burton as a Director
Resolution	3	Approve Placement Facility

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 (WST).

Facsimile: +618 9327 0901 Delivery: Level 1 282 Rokeby Road Subiaco WA 6008

Post: PO Box 1126 Subiaco WA 6904