TIVAN LIMITED - AGM Information 2015

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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 at 2 pm (WST) on 30 November 2015.

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

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9327 0900.

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 (the "Company" ) will be held at the Celtic Club, 48 Ord Street West Perth Western Australia on 30 November 2015 at 2 pm (WST) (the "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 28 November 2015 at 4:00 pm (WST).

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

AGENDA

ORDINARY BUSINESS

Part A – Financial and Other Reports

Financial and Other Reports

To receive and consider the financial report for the year ended 30 June 2015 and the related Directors’ Report, Directors’ Declaration and Auditors’ Report.

Resolution 1 – Adopt Remuneration Report

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

“That the Remuneration Report of the Company for the financial year ended 30 June 2015 be adopted.”

Under the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion

To the extent required by section 250R of the Corporations Act, a vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Company’s key management personnel details of whose remuneration are included in the Remuneration Report or a closely related party of such a member. However, a person (the “voter”) may cast a vote as a proxy where the vote is not cast on behalf of such a member or a closely related party of such a member and the voter is either:

(a) appointed as a proxy by writing that specifies how the proxy is to vote on Resolution 1; or

(b) the chair of the meeting and the appointment of the chair as proxy does not specify how the proxy is to vote on Resolution 1 and expressly authorises the chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel.

Part B – Re-election of Directors

Resolution 2 – Re-election of Mr Michael Evans

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

“That Mr Michael Evans, who retires in accordance with Article 6.3(c) of the Constitution and, being eligible, offers himself for election, be re-elected as a Director.”

SPECIAL BUSINESS

Part C – Approval of the Existing TNG Incentive Plans

Resolution 3 – Approval of the TNG Employee Share Plan

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

“That for the purposes of Listing Rule 7.2, exception 9 and for all other purposes, the TNG Employee Share Plan, and future issues to Eligible Employees under the TNG Employee Share Plan from the date of this Meeting for the next 3 years, as described in the Explanatory Memorandum, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 3 by any Director of the Company (except one who is ineligible to participate in any incentive scheme in relation to the Company) and any associates of such Director. 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 the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 4 – Approval of the TNG Non-Executive Director and Consultant Share Plan

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

“That for the purposes of Listing Rule 7.2, exception 9 and for all other purposes, the TNG NonExecutive Director and Consultant Share Plan and future issues to Eligible Entities under the TNG Non-Executive Director and Consultant Share Plan from the date of this Meeting for the next 3 years, as described in the Explanatory Memorandum, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 4 by any Director of the Company (except one who is ineligible to participate in any incentive scheme in relation to the Company) and any associates of such Director. 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 the directions on the Proxy Form; or

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

Resolution 5 – Approval of the TNG Employee Option Plan

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

“That for the purposes of Listing Rule 7.2, exception 9 and for all other purposes, the TNG Employee Option Plan, and future issues to Eligible Employees under the TNG Employee Option Plan from the date of this Meeting for the next 3 years, as described in the Explanatory Memorandum, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 5 by any Director of the Company (except one who is ineligible to participate in any incentive scheme in relation to the Company) and any associates of such Director. 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 the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 6 – Approval of the TNG Non-Executive Director and Consultant Option Plan

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

“That for the purposes of Listing Rule 7.2, exception 9 and for all other purposes, the TNG NonExecutive Director and Consultant Option Plan, and future issues to Eligible Entities under the TNG Non-Executive Director and Consultant Option Plan from the date of this Meeting for the next 3 years, as described in the Explanatory Memorandum, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 6 by any Director of the Company (except one who is ineligible to participate in any incentive scheme in relation to the Company) and any associates of such Director. 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 the 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.

Part D – Issue of Options to Directors under the TNG Incentive Plans

Resolution 7 – Approval of issue of Options to Mr Paul Burton

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

“That for the purposes of Listing Rule 10.14, and section 208(1) of the Corporations Act, and for all other purposes, approval is given for the issue and allotment to Mr Paul Burton or his nominee of 10,000,000 Options under the TNG Employee Option Plan, as described in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 7 by any Director of the Company who is eligible to participate in the TNG Employee Option Plan and any associate of such a Director. 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 the 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.

A vote on this Resolution 7 must not be cast (in any capacity) by or on behalf of Mr Paul Burton or his associates except where it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Paul Burton and his associates.

Resolution 8 – Approval of issue of Options to Mr Michael Evans

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

“That for the purposes of Listing Rule 10.14, and section 208(1) of the Corporations Act, and for all other purposes, approval is given for the issue and allotment to Mr Michael Evans or his nominee of 5,000,000 Options under the TNG Non-Executive Director and Consultant Option Plan, as described in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 8 by any Director of the Company who is eligible to participate in the TNG Non-Executive Director and Consultant Option Plan and any associate of such a Director. 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 the 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.

A vote on this Resolution 8 must not be cast (in any capacity) by or on behalf of Mr Michael Evans or his associates except where it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Michael Evans and his associates.

Resolution 9 – Approval of issue of Options to Mr Rex Turkington

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

“That for the purposes of Listing Rule 10.14, and section 208(1) of the Corporations Act, and for all other purposes, approval is given for the issue and allotment to Mr Rex Turkington or his nominee of 5,000,000 Options under the TNG Non-Executive Director and Consultant Option Plan, as described in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 9 by any Director of the Company who is eligible to participate in the TNG Non-Executive Director and Consultant Option Plan and any associate of such a Director. 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 the 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.

A vote on this Resolution 9 must not be cast (in any capacity) by or on behalf of Mr Rex Turkington or his associates except where it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Rex Turkington and his associates.

Resolution 10 – Approval of issue of Options to Mr Stuart Crow

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

“That for the purposes of Listing Rule 10.14, and section 208(1) of the Corporations Act, and for all other purposes, approval is given for the issue and allotment to Mr Stuart Crow or his nominee of 5,000,000 Options under the TNG Non-Executive Director and Consultant Option Plan, as described in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 10 by any Director of the Company who is eligible to participate in the TNG non-Executive Director and Consultant Option Plan and any associate of such a Director. 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 the 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.

A vote on this Resolution 10 must not be cast (in any capacity) by or on behalf of Mr Stuart Crow or his associates except where it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Stuart Crow and his associates.

Part E – Ratification of prior issues

Resolution 11 – Ratification of issue of Shares to Trafalgar Capital under April Issue

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

“That for the purposes of Listing Rule 7.4, and for all other purposes, the issue by the Company of 15,720,000 Shares on 24 April 2015, as described in the Explanatory Memorandum accompanying this Notice of General Meeting, is approved and ratified.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 11 by any person who participated in the April Issue and any of their 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 the directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 12 – Ratification of issue of Shares to Trafalgar Capital under May Issue

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

“That for the purposes of Listing Rule 7.4, and for all other purposes, the issue by the Company of 13,333,333 Shares on 26 May 2015, as described in the Explanatory Memorandum accompanying this Notice of General Meeting, is approved and ratified.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 12 by any person who participated in the May Issue and any of their 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.

Part F – Approval of 10% Placement Facility

Resolution 13 – Approval of 10% Placement Facility under Listing Rule 7.1A

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of (or entry into agreements to issue) Equity Securities representing up to 10% of the issued capital of the Company (calculated in accordance with the formula prescribed in Listing Rule 7.1A.2) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 13 by a person who may participate in the 10% Placement Facility (as defined in the Explanatory Memorandum) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if this Resolution 13 is passed, and by any associates of such persons.

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 the 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.

Part G – Approval of 60,000,000 Future Placement Facility

Resolution 14 – Approval of 60,000,000 Future Placement Facility

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, the Shareholders approve and authorise the issue of up to 60,000,000 Shares at an issue price each of not less than 80% of the volume weighted average market price of Shares calculated over the last five days on which sales of Shares were recorded before the date the issue is made or, if there is a prospectus relating to the issue of the Shares, over the last five days on which sales of Shares were recorded prior to the date of the prospectus, to institutional, professional, sophisticated and other investors on the terms and conditions described in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution 14 by a person who may participate in the Future Placement Facility (as defined in the Explanatory Memorandum) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if this Resolution 14 is passed, and by any associates of such persons.

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 the 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.

Part H – Amendments to the Company’s Constitution

Resolution 15 – Amendments to the Company’s Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, with effect from the close of the Meeting and in accordance with section 136 of the Corporations Act, the Company’s Constitution be modified in the manner set out in Schedule 6 to the Explanatory Memorandum.”

Part I – Reinstatement of proportional takeover provisions

Resolution 16 – Reinstatement of proportional takeover provisions

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, for the purposes of sections 136 and 648G of the Corporations Act 2001 (Cth), the proportional takeover provisions contained in Schedule 7 to the Explanatory Memorandum be reinserted (as amended) as Schedule 5 of the Company’s Constitution.”

OTHER BUSINESS

To consider any other business which may properly be brought before the Meeting in accordance with the Company’s Constitution and the Corporations Act.

BY ORDER OF THE BOARD

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Paul Burton Managing Director

Dated: 12 October 2015

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 Annual General Meeting to be held at the Celtic Club, 48 Ord Street West Perth Western Australia on 30 November 2015 at 2 pm (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

This Explanatory Memorandum includes information to assist Shareholders in deciding how to vote on each of the Resolutions contained in the Notice.

Part A – Financial and Other Reports

Resolution 1 – Adopt Remuneration Report

The Corporations Act requires listed companies to put a Remuneration Report relating to director and executive remuneration for each financial year to a resolution of members at their annual general meeting. The Remuneration Report is included in the Directors’ Report of the Company’s Annual Report.

Under section 250R(3) of the Corporations Act, the vote is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the meeting and then again at the 2016 Annual General Meeting, the Company will be required to put to Shareholders a resolution at the 2016 Annual General Meeting proposing the calling of a further general meeting to consider the election of directors of the Company (“ Spill Resolution ”).

If more than 50% of Shareholders vote in favour of a Spill Resolution, the Company would be required to convene a further general meeting (“ Spill Meeting ”) within 90 days of the 2016 Annual General Meeting. All of the Directors who were in office when the 2016 Directors’ Report was approved by the Directors, other than the Managing Director, would cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved would be the Directors of the Company.

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.

The Company's key management personnel, details of whose remuneration are included in the Remuneration Report, and their closely related parties are prohibited from voting on Resolution 1, except in the circumstances described in the voting exclusion statement set out in the Notice.

Part B – Re-election of Directors

Resolution 2 – Re-election of Mr Michael Evans

Resolution 2 seeks the re-election of Mr Michael Evans as a Non-Executive Director of the Company. Mr Evans was first appointed as a Non-Executive Director of the Company on 18 January 2012 and, subsequently by Shareholders on 27 November 2013 at an Annual General Meeting of the Company.

Mr Evans is required to retire in accordance with Article 6.3(c) of the Company's Constitution.

Mr Evans, a Chartered Accountant, is a highly experienced mining and resource industry executive based in Perth who has extensive executive and board level experience with publicly listed companies in the natural resource sector.

He was until recently the founding Executive Chairman of oil explorer and producer FAR Limited (formerly First Australian Resources), a position he held from 1995. Prior to that, Mr Evans was Director of a private Asian Investment company based in Hong Kong pursuing resource opportunities in China.

Between 1983 and 1991, he was Joint Managing Director of Forsayth Group, which he, and his coManaging Director, built from a junior explorer to become a significant gold producer with interests in five producing mines and two projects mines in Australia and overseas.

Mr Evans is currently non-executive Chairman of ASX and AIM listed 88Energy Limited.

Being eligible, Mr Evans offers himself for re-election as a Non-Executive Director.

Directors recommendation

The Board (other than Mr Evans, who abstained) unanimously recommends that Shareholders vote in favour of this Resolution.

Part C – Renewal of Approval of Existing TNG Incentive Plans

TNG Incentive Plans

The Company has in place the following incentive plans:

(a) TNG Employee Share Plan;
(b) TNG Non-Executive Director and Consultant Share Plan;
(c) TNG Employee Option Plan; and
(d) TNG Non-Executive Director and Consultant Option Plan,

(together the TNG Incentive Plans ).

The TNG Incentive Plans were approved by Shareholders at the Annual General Meeting held on 21 November 2012.

A detailed summary of the terms of each of the TNG Incentive Plans is set out in Schedules 2 to 5 of this Explanatory Memorandum. The purpose of Resolutions 3 to 6 is to renew some of the Shareholder approvals obtained in 2012 for a further period of three years.

Overview of approvals sought

The Board is seeking Shareholder approval for the issue of Shares and Options to Eligible Employees and Eligible Entities (as applicable) under the terms of each of the TNG Incentive Plans for the purposes of Listing Rule 7.2, exception 9(b) (as an exception to Listing Rule 7.1) in Resolutions 3, 4, 5 and 6.

Listing Rule 7.1 provides that a listed company must not issue or agree to issue new securities in any 12 month period which exceed 15% of the number of issued ordinary securities at the beginning of the 12 month period without shareholder approval unless an exception applies. One of those exceptions is exception 9 of Listing Rule 7.2 which excludes securities (including options) issued under an employee incentive scheme when calculating the 15% limit where shareholders have approved the issue of the securities under such a plan. Approval under Listing Rule 7.2, exception 9(b) lasts for a period of 3 years and, consequently, the approval obtained at the Annual General Meeting in 2012 will expire on 21 November 2015.

Resolutions 3 to 6 seek to renew the Shareholder approval for the issue of securities to Eligible Employees and Eligible Entities (as applicable) under the terms of the TNG Incentive Plans for a further 3 years so that

the Company retains the ability to manage its capital requirements efficiently by ensuring that the 15% limit is not diminished by issues of Shares and Options under the TNG Incentive Plans. The Board believes this will provide the Company with additional flexibility to raise capital as and when appropriate.

In order to continue to take advantage of the exemption from Listing Rule 7.1 for a further 3 years, and allow the Company greater flexibility to issue securities, the Board unanimously recommends that Shareholders approve Resolutions 3 to 6.

All of the information required to be included in this Explanatory Memorandum for the purposes of Listing Rule 7.2, exception 9(b) in relation to each of the TNG Incentive Plans is set out below. A summary of the terms of each of the TNG Incentive Plans is set out in Schedules 2 to 5 of this Explanatory Memorandum.

In addition to the approval for the purposes of Listing Rule 7.2, exception 9(b), certain other approvals were also obtained at the Annual General Meeting held on 21 November 2012 in relation to the TNG Incentive Plans. These approvals (including a section 259B(2) approval to take security over Shares issued and section 260B and 260C(4) approvals for the provision of financial assistance) do not expire and therefore continue to apply in relation to the TNG Incentive Plans. Further detail is set out in the notice of meeting released to ASX on 19 October 2012 in respect of the Annual General Meeting held on 21 November 2012.

Resolution 3 - Approval of the TNG Employee Share Plan

For the reasons described above, Resolution 3 seeks approval of Shareholders for the issue of Shares to Eligible Employees from time to time under the TNG Employee Share Plan for the purposes of Listing Rule 7.2, exception 9(b).

Resolution 3 is an ordinary resolution.

Information required for the purposes of Listing Rule 7.2

The following information is provided for the purposes of Listing Rule 7.2, exception 9(b) in relation to the TNG Employee Share Plan:

(a) A summary of the terms of the TNG Employee Share Plan is set out in Schedule 2 of this Explanatory Memorandum.
(b) As at the date of this Notice, the following Shares have been issued under the TNG Employee Share Plan since it was adopted in 2012:

Date	Name	Number of Shares Received	Price for each Share
27 Nov 2012	Mr Paul Burton	6,000,000	$0.0847
27 Nov 2012	Eligible Employees	4,275,000	$0.139
27 Nov 2013	Eligible Employees	2,100,000	$0.049
27 Nov 2013	Mr Paul Burton	2,000,000	$0.049
27 Nov 2014	Mr Paul Burton	4,000,000	$0.143

A full copy of the terms of the TNG Employee Share Plan will be sent to Shareholders on request.

Directors recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

Resolution 4 - Approval of the TNG Non-Executive Director and Consultant Share Plan

For the reasons described above, Resolution 4 seeks approval of Shareholders for the issue of Shares to Eligible Entities from time to time under the TNG Non-Executive Director and Consultant Share Plan for the purposes of Listing Rule 7.2, exception 9(b).

Resolution 4 is an ordinary resolution.

Information required for the purposes of Listing Rule 7.2

The following information is provided for the purposes of Listing Rule 7.2, exception 9(b) in relation to the TNG Non-Executive Director and Consultant Share Plan:

(a) A summary of the terms of the TNG Non-Executive Director and Consultant Share Plan is set out in Schedule 3 of this Explanatory Memorandum.
(b) As at the date of this Notice, the following Shares have been issued under the TNG NonExecutive Director and Consultant Share Plan since it was adopted in 2012:

Date	Name	Number of Shares received	Price for each Share
11 Dec 2012	Mr Neil Biddle	2,000,000	$0.139
11 Dec 2012	Mr Stuart Crow	2,000,000	$0.139
11 Dec 2012	Mr Rex Turkington	2,000,000	$0.139
11 Dec 2012	Consultants to TNG	3,000,000	$0.139
27 Nov 2013	Mr Michael Evans	2,000,000	$0.049
27 Nov 2013	Mr Rex Turkington	2,000,000	$0.049
27 Nov 2013	Mr Stuart Crow	2,000,000	$0.049
27 Nov 2013	Consultants to TNG	3,000,000	$0.049
27 Nov 2014	Mr Michael Evans	2,000,000	$0.087
27 Nov 2014	Mr Rex Turkington	2,000,000	$0.087
27 Nov 2014	Mr Stuart Crow	2,000,000	$0.087
27 Nov 2014	Mr Zhigang Wang	2,000,000	$0.087
5 January 2015	Consultants to TNG	1,500,000	$0.079

A full copy of the terms of the TNG Non-Executive Director and Consultant Share Plan will be sent to Shareholders on request.

Directors recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

Resolution 5 - Approval of the TNG Employee Option Plan

For the reasons described above, Resolution 5 seeks approval of Shareholders for the issue of Options to Eligible Employees from time to time under the TNG Employee Option Plan for the purposes of Listing Rule 7.2, exception 9(b).

Resolution 5 is an ordinary resolution.

Like those Shares issued under the TNG Employee Share Plan, the Company wishes to exempt issues of Options under the TNG Employee Option Plan (which constitute “equity securities” for the purposes of Listing Rule 7.1) from contributing towards the rolling annual limit of 15% of issued equity securities prescribed by Listing Rule 7.1. This limit otherwise applies to all new issues of equity securities (including Options) made without Shareholder approval.

Information required for the purposes of Listing Rule 7.2

The following information is provided for the purposes of Listing Rule 7.2, exception 9(b) in relation to the TNG Employee Option Plan:

(a) A summary of the terms of the TNG Employee Option Plan is set out in Schedule 4 of this Explanatory Memorandum.
(b) No Options have been issued under the TNG Employee Option Plan since it was adopted in 2012 (however, note Resolution 7 below in relation to a proposal to issue Options under the TNG Employee Option Plan).
(c) A voting exclusion statement has been included for the purposes of Resolution 5.

A full copy of the terms of the TNG Employee Option Plan will be sent to Shareholders on request.

Directors recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

Resolution 6 - Approval of the TNG Non-Executive Director and Consultant Option Plan

For the reasons described above, Resolution 6 seeks approval of Shareholders for the issue of Options to Eligible Entities from time to time under the TNG Non-Executive Director and Consultant Option Plan for the purposes of Listing Rule 7.2, exception 9(b).

Resolution 6 is an ordinary resolution.

Information required for the purposes of Listing Rule 7.2

The following information is provided for the purposes of Listing Rule 7.2, exception 9(b) in relation to the TNG Non-Executive Director and Consultant Option Plan:

(a) A summary of the terms of the TNG Non-Executive Director and Consultant Option Plan is set out in Schedule 5 of this Explanatory Memorandum.
(b) As at the date of this Notice, the following Options have been granted under the TNG NonExecutive Director and Consultant Option Plan since it was adopted in 2012:

Date	Name	Number of Options received	Exercise Price for each Option	Price paid for each Option	Expiry Date
27 Nov 2012	Mr Zhigang Wang	2,000,000	$0.235	Nil	26 Nov 2015
27 Nov 2012	Consultants	1,000,000	$0.235	Nil	26 Nov 2015
27 Nov 2013	Mr Michael Evans	2,000,000	$0.057	Nil	26 Nov 2016
27 Nov 2013	Mr Zhigang Wang	2,000,000	$0.057	Nil	26 Nov 2016

6 June 2014	Consultants	4,500,000	$0.15	Nil	6 June 2017
5 January 2015	Consultants	1,000,000	$0.15	Nil	4 Jan 2017

A full copy of the terms of the TNG Non-Executive Director and Consultant Option Plan will be sent to Shareholders on request.

Directors recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

Part D – Issue of Options to Directors under the TNG Incentive Plans

General

As set out in Part C of this Explanatory Memorandum, the Company has in place the following incentive plans (among others):

(i) TNG Employee Option Plan; and
(ii) TNG Non-Executive Director and Consultant Option Plan.

These incentive plans were approved by Shareholders at the Annual General Meeting held on 21 November 2012. A summary of the terms of the TNG Employee Option Plan and the TNG Non-Executive Director and Consultant Option Plan are set out in Schedule 4 and Schedule 5 of the Explanatory Memorandum respectively. Further details in relation to these incentive plans are set out in the 2012 notice of Annual General Meeting which was released to ASX on 19 October 2012. The Board seeks the following approvals in respect of the issue of Options under the TNG Incentive Plans.

Overview of Listing Rules and approvals sought

(a) Issue of securities to related parties - Listing Rules 10.11 and 10.14

Listing Rule 10.11 requires a listed entity to obtain shareholder approval for the issue of securities to related parties, which includes a director of the Company.

Listing Rule 10.12, exception 4 provides that approval under Listing Rule 10.11 is not required where securities are to be issued to a person under an employee incentive scheme that has been approved under Listing Rule 10.14. Listing Rule 10.14 requires a listed entity to obtain shareholder approval for the issue of securities under an ‘employee incentive scheme’ to certain parties, including a director, or an associate of a director, of the company.

Accordingly, the Company is seeking Shareholder approval under Listing Rule 10.14 before granting Options to Mr Paul Burton under the TNG Employee Option Plan, and before granting any Options to any of the Non-Executive Directors under the terms of the TNG Non-Executive Director and Consultant Option Plan. Resolutions 7 to 10 seek Shareholder approval for this purpose.

All of the information that is required to be provided to Shareholders under Listing Rule 10.15 in order to obtain Shareholder approval under Listing Rule 10.14 for Resolutions 7 to 10 is set out below.

(b) Financial Benefit - Part 2E.1 of the Corporations Act

The grant of Options to Eligible Employees and Eligible Entities (as applicable) under the terms of the TNG Employee Option Plan and the TNG Non-Executive Director and Consultant Option Plan

will constitute the giving of a financial benefit for the purposes of Part 2E.1 of the Corporations Act.

Section 208(1) of the Corporations Act states that for a public company to give a financial benefit to a related party of the public company (which includes its directors):

(i) the public company must (i) obtain the approval of the public company’s shareholders; and (ii) give the benefit within 15 months after the approval; or
(ii) the giving of the benefit must fall within an exception set out in sections 210 to 216.

The arm’s length and reasonable remuneration exceptions to the requirement for Shareholder approval contained in sections 210 and 211 of the Corporations Act may well apply, however, the Directors consider that it is prudent to seek Shareholder approval for the purposes of section 208 of the Corporations Act in any event.

All of the information that is material to the decision on how to vote on Resolutions 7 to 10 for the purposes of section 208(1) of the Corporations Act is set out below in respect of the relevant Resolutions.

Resolution 7 - Approval of grant of Options to Mr Paul Burton

Resolution 7 seeks Shareholder approval under Listing Rule 10.14 and section 208(1) of the Corporations Act for the proposed grant of 10,000,000 Options to Mr Paul Burton under the TNG Employee Option Plan.

The exercise price of the Options will be 1.43 times the five day volume weighted average price of the Company’s Shares up to and including the date of the Meeting and the Options will expire 4 years after the Options are granted if not previously exercised. If the Options were granted on 2 October 2015, the date at which BDO valued the options for the purpose of this Notice, the exercise price would have been $0.245. Mr Burton, as Managing Director of the Company, is entitled to participate in the TNG Employee Option Plan. The Board considers that the issue of Options to Mr Burton under the TNG Employee Option Plan is in the Company’s interests as it aligns the interests of Mr Burton as the Managing Director with the interests of the Company’s Shareholders.

Resolution 7 is an ordinary resolution.

(a) Information required by Listing Rule 10.15

Listing Rule 10.15 sets out the information that must be provided to Shareholders in order to obtain Shareholder approval under Listing Rule 10.14. The following information is provided in accordance with Listing Rule 10.15:

(i) Subject to Resolution 7 being passed, the person to acquire Options under the TNG Employee Option Plan is Mr Burton, the Managing Director of the Company.
(ii) Subject to Resolution 7 being passed, Mr Burton will acquire 10,000,000 Options under the TNG Employee Option Plan.
(iii) The 10,000,000 Options will be issued to Mr Burton for nil consideration (in line with the terms of the TNG Employee Option Plan, which are summarised in Schedule 4 of this Explanatory Memorandum).
(iv) No Options have been issued under the TNG Employee Option Plan to date.
(v) Mr Burton, as the Managing Director of the Company, is the only Director entitled to participate in the TNG Employee Option Plan.
(vi) A voting exclusion statement in respect of Resolution 7 is set out in the Notice.
(vii) No loan will be provided in relation to the acquisition of the Options.
(viii) It is proposed that Mr Burton will be issued the Options as soon as practicable after (and in any event within 12 months after) the date of the Meeting.

(b) Information required for the purposes of Chapter 2E of the Corporations Act

Section 219 of the Corporations Act sets out the information that must be provided to Shareholders in order to obtain Shareholder approval under section 208(1). The following information is provided in accordance with section 219 of the Corporations Act and the corresponding ASIC policy:

(i) Subject to Resolution 7 being passed, the financial benefit would be given to Mr Burton, the Managing Director of the Company.
(ii) The nature of the financial benefit is granting Mr Burton 10,000,000 Options for nil cash consideration under the TNG Employee Option Plan (please refer to Schedule 4 for the terms and conditions of the TNG Employee Option Plan) with those Options exercisable within 4 years at a price which is 1.43 times the five day volume weighted average price of the Company’s Shares up to and including the date of the Meeting. The current share price (as at the date of this Notice) is $0.185.
(iii) Independent accounting firm BDO has determined that the total value of the Options is $1,070,000 using a binominal option pricing model (its valuation was also validated using a BlackScholes pricing model). Its valuation was based on the following assumptions:

Underlying SecurityValue	$0.175
Exercise Price	$0.245
Valuation Date	2 October 2015
Expiration Date	2 October 2019
Life of the Options	4 Years
Volatility	95%
Risk free rate	1.82%
Number of Options to be issued to Mr Burton	10,000,000
Valuationperput option	$0.107
Valuationper Tranche ofShares	$1,070,000

(iv) The number of Options to be granted to Mr Burton was determined having regard to Mr Burton’s performance, current market conditions and other remuneration he is due to receive under his terms of engagement and the issue price was determined in accordance with the terms and conditions of the TNG Employee Option Plan as set out in Schedule 4 of this Explanatory Memorandum.
(v) Mr Burton’s total remuneration package from the Company for the previous financial year and the estimated remuneration for the current financial year are set out below:

			Post-
	Short	Term	Employment	Long Term
				Share-based
	Salary &		Super-	Payment -
	Fees	Bonus	annuation	Shares/Options	Other	Total
	$	$	$	$	$	$
2015	407,031	108,000	38,668	178,866	31,681	764,245
2016	468,954	200,000	63,551	700,630	-	1,433,135

The Board has also agreed that Mr Burton will receive a Bonus of 2,000,000 fully paid Shares in the Company, or an agreed cash amount, upon the finalisation of a financing package for the development of the Mount Peake Project.

(vi) Mr Burton held or had interests in the following securities in the Company as at the date of this Notice:

Name	Shares	Options
Paul Burton	13,249,999	0

(vii) The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.265	10 September 2015
Lowest	$0.071	1 December 2014
Last	$0.185	12 October 2015

(viii) If the 10,000,000 Options granted to Mr Burton are exercised, a total of 10,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 712,545,441 to 722,545,441 (assuming no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.4%
(ix) The market price for the Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.
(x) The Board considers that the grant of Options to Mr Burton under the TNG Employee Option Plan is in the Company’s interests as it further aligns the interests of Mr Burton as the Managing Director of the Company with the interests of the Company’s Shareholders in order to maximise Shareholder value. Further, the grant of the Options provides cost effective consideration to Mr Burton in his role as Managing Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options to Mr Burton on the terms proposed.
(xi) The Directors do not make any recommendation to Shareholders in respect of Resolution 7 since this Resolution concerns a Director’s remuneration and, as such, there may be a conflict of interest.
(xii) Mr Burton has a material personal interest in the outcome of Resolution 7 since he will receive 10,000,000 Options under the TNG Employee Option Plan if the Resolution is approved by Shareholders. In accordance with the voting exclusion statement set out in the Notice with respect

to Resolution 7, Mr Burton and his associates will be excluded from voting on Resolution 7 at the Meeting.

(xiii) The Board and the Company are not aware of any other information (other than the information set out or referred to in this Explanatory Memorandum) that would be reasonably required by Shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass this Resolution.

Resolutions 8 to 10 – Approval of grant of Options to Non-Executive Directors

Resolutions 8 to 10 seek Shareholder approval under Listing Rule 10.14 and section 208(1) of the Corporations Act for the proposed grant of 5,000,000 Options to each of Mr Michael Evans, Mr Rex Turkington and Mr Stuart Crow. (the “ Relevant Directors ”) under the TNG Non-Executive Director and Consultant Option Plan.

The Relevant Directors, as Non-Executive Directors of the Company are entitled to participate in the TNG Non-Executive Director and Consultant Option Plan. The Board considers that the grant of Options to the Relevant Directors under the TNG Non-Executive Director and Consultant Option Plan is in the Company’s interests as it further aligns the interests of the Relevant Directors as Non-Executive Directors with the interests of the Company’s Shareholders.

Resolutions 8 to 10 are ordinary resolutions.

(a) Information required by Listing Rule 10.15

(i) Subject to Resolutions 8 to 10 being passed, the persons to acquire Options under the TNG NonExecutive Director and Consultant Option Plan are Mr Michael Evans, Mr Rex Turkington and Mr Stuart Crow, all Non-Executive Directors of the Company.
(ii) Subject to Resolutions 8 to 10 being passed, the Relevant Directors will acquire 5,000,000 Options each under the TNG Non-Executive Director and Consultant Option Plan.
(iii) The 5,000,000 Options will be issued to each of the Relevant Directors for nil consideration (in line with the terms of the TNG Non-Executive Director and Consultant Option Plan, which are summarised in Schedule 5 of this Explanatory Memorandum).
(iv) Since the last approval the following Options have been granted to Non-Executive Directors under the TNG Non-Executive Director and Consultant Option Plan:

Date	Name	Number of Options received	Exercise Price for each Option	Price paid for each Option	Expiry Date
27 Nov 2012	Mr Zhigang Wang	2,000,000	$0.235	Nil	26 Nov 2015
27 Nov 2013	Mr Michael Evans	2,000,000	$0.057	Nil	26 Nov 2016
27 Nov 2013	Mr Zhigang Wang	2,000,000	$0.057	Nil	26 Nov 2016

(v) The following Directors, being all the Non-Executive Directors of the Company, are entitled to participate in the TNG Non-Executive Director and Consultant Option Plan:
Mr Michael Evans;
Mr Stuart Crow; and
Mr Rex Turkington.
Mr Zhigang Wang; and
Mr Jianrong Xu.

Note that Mr Wang and Mr Xu will retire by rotation at the Meeting and will not stand for reelection.

(vi) A voting exclusion statement in respect of Resolutions 8 to 10 is set out in the Notice.
(vii) No loan will be provided in relation to the acquisition of the Options.
(viii) It is proposed that the Relevant Directors will each be granted the 5,000,000 Options as soon as practicable after (and in any event within 12 months after) the date of the Meeting.

(b) Information required for the purposes of Chapter 2E of the Corporations Act

(i) Subject to Resolutions 8 to 10 being passed, the financial benefit would be given to each of the Relevant Directors, all Non-Executive Directors of the Company.
(ii) The nature of the financial benefit is granting each the Relevant Directors 5,000,000 Options for nil cash consideration under the TNG Non-Director and Consultant Option Plan (please refer to Schedule 5 for the terms and conditions of the TNG Non-Executive Director and Consultant Option Plan) with those Options exercisable within 4 years at a price which is 1.43 times the five day volume weighted average price of the Company’s Shares up to and including the date of the Meeting. The current share price (as at the date of this Notice) is $0.185
(iii) Independent accounting firm BDO has determined that the total value of the Options granted to each Non-Executive Director is $535,000 using a binominal option pricing model (its valuation was also validated using a Black-Scholes pricing model). Its valuation was based on the following assumptions:

Underlying Security Value	$0.175
Exercise Price	$0.245
Valuation Date	2 October 2015
Expiration Date	2 October 2019
Life of the Options	4 Years
Volatility	95%
Risk free rate	1.82%
Number of Options to be issued to each RelevantDirector	5,000,000
Valuation per put option	$0.107
Valuation per Tranche of Shares	$535,000

(iv) The number of Options to be issued was determined having regard to the Relevant Directors’ performance, current market conditions and other remuneration each of the Relevant Directors is due to receive under their respective terms of engagement and the issue price was determined in

accordance with the terms and conditions of the TNG Non-Executive Director and Consultant Option Plan as set out in Schedule 5 of this Explanatory Memorandum.

(v) The Relevant Directors currently receive Directors’ fees as follows:

Mr Michael Evans	$88,000
Stuart Crow	$66,000
Rex Turkington	$77,000

In addition, the Relevant Directors receive (from time to time) grants of Shares (pursuant to the TNG Non-Executive Director and Consultant Share Plan) and grants of Options (pursuant to the TNG Non-Executive Director and Consultant Option Plan.) Details of previous years’ grants of Shares and/or Options are set out in the 2012, 2013 and 2014 notices of Annual General Meeting. In addition, details can be found in the Remuneration Report set out in the Company’s 2015 Annual Report available from the Company’s website. In accordance with Accounting Standards, for the purposes of the Remuneration Report the value of equity based grants (such as grants of Shares and/or Options) is treated as remuneration and amortised as an expense over a period of one year from the date of grant. A table setting out 2015 remuneration packages and proposed 2016 remuneration packages (prepared in accordance with the Accounting Standards) is set out below:

					Post-
		Short	Term		Employment	Long Term
						Share-based
		Salary &			Super-	Payment -
		Fees	Bonus		annuation	Shares/Options	Other		Total
		$	$		$	$	$		$
Michael Evans	2015	50,000		-	-	114,674		-	164,674
	2016	88,000		-	-	367,668		-	455,668
Stuart Crow	2015	50,000		-	-	97,759		-	147,759
	2016	66,000		-	-	367,668		-	433,668
Rex Turkington	2015	63,000		-	-	97,759		-	160,759
	2016	89,000		-	-	367,668		-	456,668

(vi) The Relevant Directors held or had interests in the following securities in the Company as at the date of this Notice:

	Shares	Options
Michael Evans	4,619,048	2,000,000
Rex Turkington	7,887,999	0
Stuart Crow	7,037,204	0

(vii) The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.265	10 September 2015
Lowest	$0.071	1 December 2014
Last	$0.185	12 October 2015

(viii) If the 5,000,000 Options are granted to each of the Relevant Directors and subsequently exercised, this will increase the number of Shares on issue from 712,545,441 to 727,545,441 (assuming that no other Shares are issued after the date of this Notice and no other Options are

exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.07%.

(ix) The Board considers that the grant of Options to each of the Relevant Directors under the TNG Non-Executive Director and Consultant Option Plan is in the Company’s interests as it further aligns the interests of the Relevant Directors as Non-Executive Directors with the interests of the Company’s Shareholders in order to maximise Shareholder value. Further, the grant of the Options provides cost effective consideration to the Relevant Directors in their roles as NonExecutive Directors of the Company.
(x) The Board acknowledges the grant of Options is not consistent with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations since the grants of Options are being made to Non-Executive Directors. However, the Board considers the grants of Options to the Relevant Directors reasonable in the circumstances (and consistent with market practice for some junior resources companies) in order to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves.
(xi) The Directors do not make any recommendation to Shareholders in respect of Resolutions 8 to 10 since these Resolutions concern Directors remuneration and, as such, there may be a conflict of interest.
(xii) The Relevant Directors each have a material personal interest in the outcome of Resolutions 8 to 10 respectively since they will each receive 5,000,000 Options under the TNG Non-Executive Director and Consultant Option Plan if these Resolutions are approved by Shareholders. In accordance with the voting exclusion statements set out in the Notice with respect to Resolutions 8 to 10, the Relevant Directors and their associates will be excluded from voting on these Resolutions at the Meeting.
(xiii) The Board and the Company are not aware of any other information (other than the information set out or referred to in this Explanatory Memorandum) that would be reasonably required by Shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass Resolutions 8 to 10.

Part E – Ratification of prior issues

Resolution 11 – Ratification of issue of Shares to Trafalgar Capital under the April issue

On 24 April 2015 the Company announced to ASX that it had secured investment from an institutional investor, comprising a total of 15.72 million Shares at an issue price of $0.13 per Share under Listing Rule 7.1 (the “ April Issue ”).

The issue of Shares under the April Issue has restricted the Company’s ability to issue further equity securities without Shareholder approval. Shareholder approval is sought pursuant to Listing Rule 7.4 to reinstate the Company’s capacity to issue equity securities representing up to 15% of its issued ordinary capital, if required, without prior Shareholder approval.

For the purposes of Listing Rule 7.5, the following information is provided to Shareholders in relation to the issue of the Shares issued under the April Issue:

(a) the total number of Shares issued was 15,720,000 to raise a total of $2.04 million (before costs);
(b) the Shares were issued for $0.13 each and were issued on the same terms as the other Shares on issue;
(c) the Shares were issued to Trafalgar Capital, a Hong Kong based institutional investor;
(d) as announced to ASX on 24 April 2015, funds raised under the April Issue were used to progress completion of the Definitive Feasibility Study on the Company’s flagship Mount Peake IronVanadium-Titanium Project in the Northern Territory; and

(e) a voting exclusion statement in respect of Resolution 11 is set out in the Notice.

Directors recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 11.

Resolution 12 – Ratification of issue of Shares to Trafalgar Capital under the May Issue

On 25 May 2015 the Company announced to ASX that it had secured an additional investment from an institutional investor, comprising a total of 13.33 million Shares at an issue price of $0.15 per Share under Listing Rule 7.1 (the “ May Issue ”).

The issue of Shares under the May Issue has restricted the Company’s ability to issue further equity securities without Shareholder approval. Shareholder approval is sought pursuant to Listing Rule 7.4 to reinstate the Company’s capacity to issue equity securities representing up to 15% of its issued ordinary capital, if required, without prior Shareholder approval.

For the purposes of Listing Rule 7.5, the following information is provided to Shareholders in relation to the issue of the Shares issued under the May Issue:

(a) the total number of Shares issued was 13,333,333 to raise a total of $2 million (before costs);
(b) the Shares were issued for $0.15 each and were issued on the same terms as the other Shares on issue;
(c) the Shares were issued to Trafalgar Capital, a Hong Kong based institutional investor;
(d) as announced to ASX on 25 May 2015, funds raised under the May Issue were and continue to be used for completion of the development and commercialization of the Company’s TIVAN process, completion of the Feasibility Study on the Company’s flagship Mount Peake IronVanadium-Titanium Project in the Northern Territory and to progress activities in relation to the development and financing of the project; and
(e) a voting exclusion statement in respect of Resolution 12 is set out in the Notice.

Directors recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 12.

Part F – 10% Placement Facility

Resolution 13 – Approval of the 10% Placement Facility under Listing Rule 7.1A

Listing Rule 7.1A enables eligible entities to issue (or agree to issue) Equity Securities representing up to 10% of their issued share capital through placements for up to 12 months after their annual general meeting (the “ 10% Placement Facility ”). A 10% Placement Facility is in addition to an eligible entity’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue (or agree to issue) Equity Securities under a 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see paragraph (c) (Formula for calculating 10% Placement Facility) below).

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting (which requires the approval of 75% of the votes cast by Shareholders present and eligible to vote on the Resolution).

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the period of approval, a number of Equity Securities calculated in accordance with the following formula:

(A x D) - E

where:

A

is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement:

(i) plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid ordinary securities that became fully paid in the 12 months;
(iii) plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without Shareholder approval pursuant to Listing Rule 7.1 or ratification pursuant to Listing Rule 7.4;
(iv) less the number of fully paid ordinary securities cancelled in the 12 months.

Note that “A” has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%.

E

is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of holders of ordinary securities under Listing Rules 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

As mentioned above, the ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 712,545,441 Shares and has capacity to issue:

(i) 73,004,539 Equity Securities under Listing Rule 7.1; and
(ii) subject to Shareholder approval being obtained under Resolution 13 at the Meeting, 68,318,470 Shares under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue (or entry into an agreement to issue) of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to paragraph (c) (Formula for calculating 10% Placement Facility) above).

(e) Minimum issue price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price (“ VWAP ”) of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 trading days of the date in paragraph (i), the date on which the Equity Securities are issued.

(f) 10% Placement Facility period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which Shareholder approval is obtained to the earlier to occur of:

(i) the date that is 12 months after the date of the Annual General Meeting at which Shareholder approval is obtained; or
(ii) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking),

(the 10% Placement Period ).

Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided in relation to the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than the amount described in paragraph (e) (Minimum issue price) above.
(b) If Resolution 13 is approved by Shareholders at the Meeting and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ economic interest may be diluted if the Equity Securities are issued at a discount. Further, the existing Shareholders’ voting power in the Company will be diluted by up to 9.09%. There is a risk that:
(i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of Shareholder approval at the AGM; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities and also on the Company’s Share price post issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current Share price and the current number of Shares for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice (see paragraph (c) (Formula for calculating 10% Placement Facility) above). This calculation does not take into account the ratifications sought under Resolutions 11 and 12 in this Notice (which will, if approved, increase variable "A").

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro-rata

entitlement offer or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved by Shareholders at this Meeting or at future Shareholder meetings; and

(ii) two examples where the issue price of Shares has changed – in one example it has decreased by 50% and in another it has increased by 50% against the current Share price (which, for the purposes of this table, is $0.185 as at 12 October 2015).

Variable ‘A’ in Listing Rule 7.1A.2			Dilution
		Assuming 50% decrease in issue price $0.0925	Issue price $0.185	50% increase in issue price $0.2775
Current Variable A 683.184,702	Number of shares that could be issued under 10% Placement Facility	68,318,470 Shares	68,318,470 Shares	68,318,470 Shares
	Funds that could be raised	$6,319,458	$12,638,916	$18,958,375
50% increase in current Variable A 1,024,777,053	Number of shares that could be issued under 10% Placement Facility	102,477,705 Shares	102,477,705 Shares	102,477,705 Shares
	Funds that could be raised	$9,479,187	$18,958,375	$28,437,563
100% increase in current Variable A 1,366,369,404	Number of shares that could be issued under 10% Placement Facility	136,636,940Shares	136,636,940Shares	136,636,940Shares
	Funds that could be raised	$12,638,916	$25,277,833	$37,916,750

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) In each case, an issue of the maximum number of shares under the 10% Placement Facility would dilute the Shareholders as at the date immediately prior to the issue by up to 9.09 %. For example, based on the current number of Shares as at the date of this Notice, existing Shareholders would have 712,545,441 votes out of a total post-issue number of shares of 783,799,985 shares, representing 9.09 % of the post-issue total number of shares (or a dilution of 9.09 %).
(iii) The table does not show the economic dilution that may be caused to a particular Shareholder’s shareholding by reason of placements under the 10% Placement Facility.
(iv) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(v) The issue of Equity Securities under the 10% Placement Facility consists only of Shares (since this is the only class of listed securities the Company has on issue at the date of this Notice).
(vi) The base issue price is assumed to be $0.185 being the closing price of the Shares on ASX on 12 October 2015.
(vii) The issue price is assumed to be the current Share price as at 12 October 2015 of $0.185 (rather than being based on the 15 trading day VWAP).
(viii) No Options are exercised before the issue of Equity Securities under the 10% Placement Facility.

(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 13 for the issue of Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
(d) The Company may seek to issue Equity Securities under the 10% Placement Facility for the following purposes:
(i) non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards acquisitions of new assets or investments (including expenses associated with such acquisitions or repayment of debt drawn down to fund such acquisitions), for capital expenditure on the Company’s current assets for continued exploration and development of its current projects and/or for general working capital.

The Company may issue such Equity Securities for non-cash consideration.

The Company will comply with its disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities under the 10% Placement Facility.

(e) The Company’s allocation policy for issues of new Shares under the 10% Placement Facility is dependent on the prevailing market conditions at the time of any proposed issue. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to, without limitation, the following factors:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing Shareholders can participate and other forms of equity and debt financing;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
(f) The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

The total number of Equity Securities issued by the Company in the 12 months preceding the date of the Meeting is 91,661,607 representing 13.21 % of the total number of Equity Securities on issue at the commencement of that 12 month period.

(g) Set out below are the details of all issues of Equity Securities by the Company during the 12 months preceding the date of the Meeting:

Date of issue:	5 January2015
Number issued and type of security issued	(a) 1,600,000 Shares (b)1,000,000 unlisted options
Summary of terms:	(a) fully paid ordinary shares (b) unlisted options exercisable at $0.15 expiring 4 Jan 2017 issued pursuant to TNG Non-Executive Director and Consultant Option Plan.


Names of persons who received securities or basis on which those persons was determined:	1,500,000 Shares issued to Non-Executive Directors pursuant to TNG Non-Executive Director and Consultant Share Plan 100,000 Shares issued to Consultant for services 1,000,000 Options issued pursuant to TNG Non-Executive Director and Consultant Option Plan with exercise price of $0.15 expiring 4 January 2017.
Price:	$0.079 per Share Options issued for nil consideration.
Discount to market price (if any):	The price of $0.079 being a discount of 11.2% to the closing Share price of the day prior to issue, which was $0.089.
Total cash consideration received:	No cash consideration received for the 1,600,000 Shares issued under TNG Non-Executive Director and Consultant Share Plan. Pursuant to the TNG Non-Executive Director and Consultant Share Plan, the Company provided loans to participants to assist themto acquire the Shares.
Amount ofcashconsiderationspent	N/A
Use ofCashConsideration	N/A
Intended use for remaining amount of cash(ifany):	N/A

Date of issue:	20 March 2015 23 March 2015 8April 2015
Number issued and type of security issued	559,247 500,000 447,222
Summary ofterms:	Fully paid ordinary shares
Names of persons who received securities or basis on which those persons was determined:	Existing shareholders exercising options
Price:	$0.08 per share
Discount to market price (if any):	Closing Share price day prior to issue: 20 March 2015 $0.2050 23March 2015 $0.2150

	8April 2015 $0.1550
Totalcashconsideration received:	$120,517.52
Amount ofcashconsiderationspent:	$120,517.52
Use ofCashConsideration	General working capital
Intended use for remaining amount of cash(ifany):	General working capital requirements

Date of issue:	24 April 2015
Number issued and type of security issued	15,720,000
Summary of terms:	Fully paid ordinary shares
Names of persons who received securities or basis on which those persons was determined:	Shares issued to sophisticated and professional investors pursuant to a placement announced 24 April 2015
Price:	$0.13 per Share
Discount to market price (if any):	The price of $0.13 being a discount of 23.5% to the closing Share price of the day prior to issue, which was $0.17.
Total cash consideration received:	$2,043,600
Amount of cash consideration spent	$2,043,600
Use of Cash Consideration	Metallurgical test work, engineering studies and other contractors and expenses for the completion of the Definitive Feasibility Study on Mount Peake Vanadium- Titanium-Iron Project
Intended use for remaining amount of cash(ifany):	N/A

Date of issue:	1 May 2015 8 May 2015 15 May 2015 21 May2015
Number issued and type of security issued	31,666 Shares 335,111 Shares 300,000 Shares

	444,443 Shares
Summary ofterms:	Fully paid ordinary Shares
Names of persons who received securities or basis on which those persons was determined:	Existing Shareholders exercising Options
Price:	$0.08 per Share
Discount to market price (if any):	Closing Share price day prior to issue: 1 May 2015 $0.155 8 May 2015 $0.150 15 May 2015 $0.180 21 May2015 $0.185
Totalcashconsideration received:	$88,897.60
Amount ofcashconsiderationspent	$88,897.60
Use ofCashConsideration	General working capital
Intended use for remaining amount of cash(ifany):	N/A

Date of issue:	26May2015
Number issued and type ofsecurityissued	13,344,333 Shares
Summary ofterms:	Fully paid ordinary Shares
Names of persons who received securities or basis on which those persons was determined:	11,000 Shares issued on exercise of Options 13,333,333 Shares issued to sophisticated and professional investors pursuant to a placement announced on 25May2015.
Price:	11,000 Shares issued at $0.08 13,333,333 Sharesissued at $0.15
Discount to market price (if any):	The price of $0.08 being a discount of 57.89% to the closing Share price of the day prior to issue, which was $0.190. The price of $0.15 being a discount of 21.05% to the closing Share price of the day prior to issue, which was $0.190.
Totalcashconsideration received:	$2,000,879.95
Amount ofcashconsiderationspent	$2,000,879.95
Use ofCashConsideration	General working capitalandmetallurgicaltestwork,

	engineering studies and other contractors and expenses for the completion of the Definitive Feasibility Study on Mount Peake Vanadium-Titanium-Iron Project
Intended use for remaining amount of cash(ifany):	N/A

Date of issue:	3 June 2015 5 June 2015 12 June 2015 19 June 2015 26 June2015
Number issued and type of security issued	538,888 Shares 652,743 Shares 300,000 Shares 3,824,776 Shares 544,443 Shares
Summary ofterms:	Fully paid ordinary shares
Names of persons who received securities or basis on which those persons was determined:	Existing Shareholders exercising Options
Price:	$0.08 per Share
Discount to market price (if any):	Closing Share price day prior to issue: 3 June 2015 $0.175 5 June 2015 $0.180 12 June 2015 $0.200 19 June 2015 $0.210 26 June2015 $0.170
Totalcashconsideration received:	$468,868
Amount ofcashconsiderationspent:	$468,868
Use of Cash Consideration	General working capital
Intended use for remaining amount of cash (if any):	General working capital and metallurgical test work, engineering studies and other contractors and expenses for the completion of the Definitive Feasibility Study on MountPeakeVanadium-Titanium-Iron Project

Date of issue:	3 July 2015 10 July 2015 17July2015
Number issued and type of security issued	1,829,573 2,900,812 6,961,300
Summary of terms:	Fully paid ordinary shares
Names of persons who received securities or basis on which those persons was determined:	Existing Shareholders exercising Options
Price:	$0.08 per Share
Discount to market price (if any):	Closing Share price day prior to issue: 3 July 2015 $0.175 10 July 2015 $0.205 17July2015 $0.200
Totalcashconsideration received:	$935,334.80
Amount ofcashconsiderationspent:	$935,334.80
Use of Cash Consideration	General working capital and metallurgical test work, engineering studies and other contractors and expenses for the completion of the Definitive Feasibility Study on Mount Peake Vanadium- Titanium-Iron Project
Intended use for remaining amount of cash(ifany):	N/A

Date of issue	24 July 2015 3 August 2015 6August2015
Number issued and type of security issued	24 July 2015 7,058,754 3 August 2015 32,232,201 6August2015 536,095
Summary ofterms:	Fully paid ordinary shares

Names of persons who received securities or basis on which those persons was determined:	Existing Shareholders exercising Options
Price:	$0.08 per Share
Discount to market price (if any):	Closing Share price day prior to issue: 23 July 2015 $0.185 31 July 2015 $.019 5 August 2015 $.018
Totalcashconsideration received:	$3,194,164
Amount ofcashconsiderationspent:	NIL
Use ofCashConsideration	N/A
Intended use for remaining amount of cash (if any):	Further development of the Mount Peake Project, exploration and general working capital.

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

Part G – Approval of 60,000,000 Future Placement Facility

Resolution 14 – Approval of 60,000,000 Future Placement Facility

Resolution 14 seeks Shareholders' approval pursuant to Listing Rule 7.1 and for all other purposes, for the Directors to allot and issue 60,000,000 Shares under the Future Placement Facility. The effect of passing Resolution 14 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 Listing Rule 7.1.

The Company has not yet made any agreement or arrangement to issue the Shares or confirmed the number of Shares to be issued (other than the limit of 60,000,000 Shares in addition to Shares that may otherwise be issued pursuant to ASX Listing Rule 7.1, 7.1A or 7.2), and there is no certainty that it will proceed with any capital raising under the Future Placement Facility.

If the Future Placement Facility is not approved by Shareholders, the Company reserves the right to issue Shares during the 3 month period after the Meeting, subject to Listing Rules 7.1, 7.1A and 7.2.

Specific Information Required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, information regarding the Future Placement Facility is provided as follows:

(a) The maximum number of Shares the Company can issue under the Future Placement Facility is 60,000,000.
(b) The Shares under the Future 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 Listing Rule 7.3.2).
(c) As subscriptions to the Future 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, except where approval under Listing Rule 10.11 is not required.
(d) The Shares issued under the Future Placement Facility will be issued by the Company at an issue price calculated in accordance with Listing Rule 7.3.3 of at least 80% of the volume weighted average market price for Shares over the last five days on which sales of Shares were recorded prior to the date of issue of the Shares, or if there is a prospectus relating to the issue of Shares, over the last five days on which sales of Shares were recorded prior to the date of the prospectus.
(e) The Shares to be issued will be fully paid ordinary shares in the capital of the Company.
(f) The funds raised under the Future Placement Facility will be used for working capital purposes including expenditure in respect of the development of the Mount Peake Project and on other projects.
(g) Issue of the Shares under the Future Placement Facility may occur progressively.
(h) A voting exclusion statement is included in the Notice.

Part H – Amendments to Company’s Constitution

Resolution 15 – Amendments to the Company’s Constitution

The Company’s Constitution was adopted in July 2004 and has not been amended since. Since that time, there have been a number of significant developments in relation to the Corporations Act, the Listing Rules, corporate governance principles and general corporate and commercial practice for ASX listed companies. The Company has undertaken a review of its Constitution and proposes a number of amendments which are intended to update the Constitution to reflect these changes. A number of other amendments, some of which are administrative or relatively minor in nature, are also proposed to reflect technological changes and the current practices of the Company.

Under section 136(2) of the Corporations Act, amendments to the Company’s Constitution may only be made by a special resolution of shareholders. Therefore, Resolution 15 must be passed by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

The principle amendments are outlined below. The changes to the Constitution are shown in mark-up in Schedule 6 to this Explanatory Memorandum, with blue underline indicating added wording and red strikethrough indicating deleted wording.

Definitions and interpretation

Various defined terms and references used in the Constitution have been updated to reflect current terminology, relevant name changes and the current Corporations Act and Listing Rules.

Dividends and distributions

Following amendments to the Corporations Act in 2010, companies are no longer restricted to paying dividends out of profits. The amended Article 10.1(a) of the Constitution will give the Directors the flexibility to resolve to pay a dividend out of any available source permitted by law. Further, the proposed amendments reflect expressly that the Corporations Act contemplates that dividends can be “declared” as well as “determined”, with different consequences as to when the debt owed by the Company arises.

The proposed amendments to Article 11.6 of the Constitution clarify that the Company may retain any amounts that it is unable to distribute because the relevant holder has not provided the Company with the details of a nominated bank account or registered address, until those details are provided. Such provisions are common in other ASX listed companies’ constitutions. Further, the proposed amendments provide that any unclaimed dividends can be invested or otherwise used for the benefit of the Company, that the Company will not be a trustee of the money and that no interest will accrue.

Direct voting

The ASX Corporate Governance Council has encouraged ASX listed companies to consider ways to facilitate shareholder participation in meetings of shareholders. A number of listed companies on ASX have amended their constitutions to provide for direct voting, or at least to allow the company to implement direct voting in the future. Direct voting enables shareholders to vote on resolutions to be considered at a meeting without the need to attend the meeting or to appoint a proxy (or other representative). A direct vote would usually be submitted before the meeting, in any form approved by the relevant board of directors, such as by fax, post or electronically.

The proposed amendments include a new Article 5.14 of the Constitution to address direct voting, should the Board decide to implement such a measure in the future. Article 5.14 empowers the Board to determine the appropriate procedures for the implementation of direct voting, including as to the form, method and time requirements applicable. Such procedures are, however, subject to the terms of the Constitution, which stipulates certain requirements that will apply. To a significant extent, these requirements replicate the equivalent requirements that apply under the Constitution and the Corporations Act to proxy appointments by, for example, stipulating deadlines by which direct votes must be received to be valid, and the manner in which direct votes must be executed or authenticated.

Article 5.14 includes rules regarding the interaction between multiple direct votes by a shareholder and between direct votes that have been lodged with the Company and other forms of voting appointments (including proxy appointments). The Article also provides that a direct vote will not be revoked by the shareholder’s presence at the relevant general meeting, unless the shareholder informs the Company (or its registry) before the meeting starts that the shareholder wishes to vote on any resolution at the meeting.

Directors

(a) Retirement and re-election of Directors

Article 6.3 of the Constitution, which sets out the provisions relating to the retirement of Directors, has been amended to more closely reflect the requirements of Listing Rule 14.4, namely that the rules on rotation of Directors do not apply to the managing director of the Company (but if there is more than one managing director, only one is entitled not to be subject to re-election). Article 6.3 has also been amended to clarify that Directors appointed on a casual vacancy during the year (who are subject to re-election at the meeting) are not taken into account in determining the number of Directors to retire by rotation.

(b) Appointment of Directors

The amendments to Article 6.2(f)(ii) of the Constitution provide that where a shareholder intends to nominate a person for election as a Director at a general meeting, they must give the Company notice of that intention at least 45 Business Days but not more than 90 Business Days before the general meeting. The changes recognise the need to give shareholders 28 clear days’ notice of the general meeting and the time required for printing and distribution of the notice of meeting, with the 90 Business Day threshold to minimise the administrative difficulty of having too long a nominations period.

(c) Remuneration of Non-Executive Directors

The new Article 6.5(a) of the Constitution provides that the total remuneration payable to all Non-Executive Directors must not exceed the maximum amount determined by the Company in general meeting, which amount is currently $500,000 per annum. The new Article 6.5(b) of the Constitution clarifies that in calculating a Non-Executive Director’s remuneration for the purposes of the aggregate maximum, any amount paid by the Company to a superannuation or other fund (so that the Company is not required to pay the superannuation guarantee charge) is included, while any amount paid for an insurance premium for insuring a Non-Executive Director against liability, or any securities issued by the Company to the NonExecutive Director that have been approved by shareholders, are excluded. These changes are consistent with Listing Rule 10.17, as amended in July 2014.

(d) Directors vacating office

The amendments to Article 6.3(k)(ii) of the Constitution remove the grounds for the office of a Director to automatically vacate if the Director has been absent from all Board meetings, without the consent of the Board, for more than 6 consecutive months. The proposed amendment will instead provide for such vacation of office if the relevant Director fails to attend three consecutive Board Meetings, without leave of absence or the consent of the Board. This recognises that there can be varying periods between Board meetings, both shorter and longer. The Board considers, as a matter of good corporate governance, that three consecutive meetings is a suitable period of time for this purpose, and that such period of time is consistent with the terms of the constitutions of some other ASX listed companies. The Board notes that the existing Article 6.3(k)(ii) has never been invoked in the past for any Director of the Company.

Indemnity and insurance

The proposed amendment to the definition of “Relevant Officer” in Article 1 of Schedule 1 of the Constitution broadens the indemnity provision in Article 7.3 of the Constitution to confirm that an indemnity and insurance may be provided to all officers of the Company, including former officers and officers of the Company’s related bodies corporate.

Proxies

The proposed amendments to Article 5.15 of the Constitution provide for expanded provisions dealing with proxy forms that are not duly executed or validated by the shareholder or that are unclear or incomplete. The amendments confirm that the Company is able to seek written or oral clarification of proxy instructions and amend the proxy form to reflect this clarification (including after the set time for lodgment of the completed proxy form). The Company may also return proxy forms for proper execution or validation by the shareholder and extend the time for lodgment of the completed proxy form.

Proportional takeover provisions

Schedule 5 of the Constitution contains the proportional takeover bid approval provisions. The provisions were approved when the Constitution was adopted in 2004 and they expired in 2007. The provisions have not been renewed since.

The Resolution to approve the proportional takeover bid provisions in Schedule 5 of the Constitution requires a separate approval which is contained in Resolution 16. The explanatory notes in relation to Resolution 16 are set out in Part I of this Explanatory Memorandum.

A copy of the Company’s current Constitution is available from the Company upon request. A copy of the amended Constitution will also be available for inspection at the AGM.

Directors recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 15.

Part I – Reinstatement of proportional takeover provisions

Resolution 16 – Reinstatement of proportional takeover provisions

As explained above, the Corporations Act permits a company to include in its constitution provisions prohibiting the registration of a transfer of securities resulting from a proportional takeover bid unless the relevant holders in a general meeting approve the bid.

It is a requirement of the Corporations Act that such provisions in a company’s constitution apply for a maximum period of three years, unless renewed earlier. In the case of the Company, the Constitution contained such provisions when it was adopted in 2004. By operation of section 648G(1)(a) of the Corporations Act, these provisions expired 3 years from the date the Constitution came into effect and were deemed to be omitted from the Constitution from the date of expiry. The provisions have not been renewed since.

A company may renew its proportional takeover provisions by altering its constitution to insert the relevant provisions. Accordingly, a special resolution is being put to Shareholders under sections 136 and 648G of the Corporations Act to re-insert Schedule 5 into the Constitution.

If Resolution 16 is approved by Shareholders at the Meeting, Schedule 5 of the Constitution will operate for three years from the date of the Meeting (i.e. until 30 November 2018), unless renewed earlier.

The Corporations Act requires the Company to provide Shareholders with an explanation of the proposed proportional takeover bid provisions so that Shareholders can make an informed decision on whether or not to vote in favour of the Resolution. Accordingly, the Company provides the following information:

(a) What is a proportional takeover bid?

A proportional takeover bid is an off-market takeover offer sent by the bidder to all shareholders, but only in respect of a specified portion of each shareholder’s shares. Accordingly, if a shareholder accepts in full the offer under a proportional takeover bid, the shareholder will dispose of the specified proportion of their shares in the Company and retain the balance of the shares.

(b) Effect of the proportional takeover bid provisions

The effect of Schedule 5, if re-inserted, will be that where a proportional takeover bid is made for securities in the Company (i.e. a bid is made for a specified proportion, but not all, of each holder’s bid class securities), the Board must convene a meeting of holders of the relevant securities to vote on a resolution to approve the bid. The meeting must be held, and the resolution voted on, at least 15 days before the offer period under the bid closes.

To be passed, the resolution must be approved by a majority of votes at the meeting, excluding votes by the bidder and its associates. However, the Corporations Act also provides that, if the meeting is not held within the time required, then a resolution to approve the proportional takeover bid will be deemed to have been passed.

If the resolution to approve the proportional takeover bid is passed, or deemed to have been passed, the transfer of securities resulting from acceptance of an offer under that bid will be permitted, and the transfers registered, subject to the Corporations Act and the Constitution of the Company.

If the resolution is rejected, the registration of any transfer of securities resulting from an offer under the proportional takeover bid will be prohibited, and the bid deemed to be withdrawn.

Schedule 5 of the Constitution will not apply to full takeover bids (for 100% of each Shareholder’s shares).

(c) Reasons for proposing the resolution

In the Board’s view, the relevant Shareholders should have the opportunity to vote on a proposed proportional takeover bid. A proportional takeover bid for the Company may enable control of the Company to be acquired by a party holding less than a majority interest. As a result, the relevant Shareholders may not have the opportunity to dispose of their securities, and risk being part of a minority interest in the Company or suffering loss if the takeover bid causes a decrease in the market price of the securities or makes the shares less attractive and, accordingly, more difficult to sell. Schedule 5 of the Constitution would only permit this to occur with the approval of a majority of the relevant holders.

(d) Potential advantages and disadvantages

For the relevant Shareholders, the potential advantages of the provisions in Schedule 5 are that it will provide them with the opportunity to consider, discuss in a meeting called specifically for the purpose, and vote on whether a proportional takeover bid should be approved and proceed. This affords the relevant Shareholders an opportunity to have a say in the future ownership and control of the Company and helps the Shareholders avoid being locked into a minority. The Board believes this will encourage any proportional takeover bid to be structured so as to be attractive to at least a majority of the relevant Shareholders. It may also discourage the making of a proportional takeover bid that might be considered opportunistic.

On the other hand, a potential disadvantage for the relevant Shareholders arising from Schedule 5 of the Constitution is that proportional takeover bids may be discouraged by the further procedural steps that the provisions will entail and, accordingly, this may reduce any takeover speculation element in the price of the Company’s securities. Shareholders may be denied an opportunity to sell a portion of their securities at an attractive price where the majority rejects the offer from persons seeking control of the Company. The Directors do not consider that there are any advantages or disadvantages specific to the Directors in relation to the provisions in Schedule 5 of the Constitution.

(e) No knowledge of present acquisition proposals

As at the date of this Notice, none of the Directors is aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company by way of a proportional takeover bid or otherwise.

Directors recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 16.

Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Proxies

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.

Voting Exclusions

To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1 or 3 to 10 if the person is either a member of a Group Company’s key management personnel or a closely related party of such a member and the appointment does not specify the way the proxy is to vote on Resolutions 1 or 3 to 10 (as applicable). However, the proxy may vote if the proxy is the chair of the meeting and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of a Group Company’s key management personnel.

Schedule 1 - Definitions

In this Explanatory Memorandum, Notice and Proxy Form:

10% Placement Facility means a placement facility to issue Equity Securities representing up to 10% of an entity’s issued capital pursuant to Listing Rule 7.1A.

AGM means annual general meeting.

April Issue means the issue of 15,720,000 Shares to Trafalgar Capital on 24 April 2015.

Article means an article of the Constitution.

associates has the same meaning as in the Corporations Act.

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

Auditors’ Report means the auditors’ report included in the annual report for the year ended 30 June 2015

Board means the board of Directors.

Chairman means the person appointed to the chair of the Meeting convened by this Notice.

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’ Declaration means the directors’ declaration included in the annual report for the year ended 30 June 2015.

Directors’ Report means the directors’ report included in the annual report for the year ended 30 June 2015.

Eligible Employee means an Executive Director of a Group Company or a full or part time employee of a Group Company, but excluding any of their Associates.

Eligible Entity means:

(a) a non-executive director of a Group Company; or
(b) a consultant or contractor of the Group Company to whom an offer of Shares can be made without disclosure because of section 708 of the Corporations Act (such as a consultant or contractor who is a “sophisticated” or “professional investor” or to whom an offer falls within section 708(1) of the Corporations Act),

but excludes full and part time employees of Group Companies.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum to the Notice.

Future Placement Facility means the proposed 60,000,000 Share placement facility for which Resolution 14 seeks Shareholder approval pursuant to Listing Rule 7.1.

Group Company means the Company or any of its Subsidiaries.

Listing Rules means the Listing Rules of ASX.

Loan means the loans granted to Eligible Entities under the TNG Non-Executive Director and Consultant Share Plan or to Eligible Employees under the TNG Employee Share Plan.

May Issue means the issue of 13,333,333 Shares to Trafalgar Capital on 26 May 2015.

Meeting has the meaning given in the introductory paragraph of this Notice.

Non-Executive Director means the non-executive directors of the Company.

Notice means this notice of meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to this Notice.

Relevant Directors means each of Mr Michael Evans, Mr Rex Turkington and Mr Stuart Crow.

Remuneration Report means the remuneration report included in the annual report for the year ended 30 June 2015.

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.

TNG Employee Option Plan means the Employee Option Plan under which Eligible Employees may be issued Options, at the determination of the Board on the terms set out in Schedule 4.

TNG Employee Share Plan means the Employee Share Plan under which Eligible Employees may be issued Shares, at the determination of the Board on the terms set out in Schedule 2.

TNG Non-Executive Director and Consultant Option Plan means the Non-Executive Director and Consultant Option Plan under which Eligible Employees may be issued Options, at the determination of the Board on the terms set out in Schedule 5.

TNG Non-Executive Director and Consultant Share Plan means the Non-Executive Director and Consultant Share Plan under which Eligible Entities may be issued Shares, at the determination of the Board on the terms set out in Schedule 3.

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

Schedule 2 – Summary of TNG Employee Share Plan

A summary of the key terms of the TNG Employee Share Plan are set out below.

1. Entitlement to Participate

The Board may from time to time determine that an Eligible Employee (being an Executive Director of a Group Company or a full or part time employee of a Group Company, but excluding any of their Associates) may participate in the plan and the extent of that participation. In making that determination, the Board must consider:

(i) the seniority of the Eligible Employee and the position the Eligible Employee occupies with the relevant Group Company;
(ii) the length of service of the Eligible Employee with the Group;
(iii) the record of employment of the Eligible Employee with the Group;
(iv) the potential contribution of the Eligible Employee to the growth and profitability of the Group; and
(v) any other matters which the Board considers relevant.

2. Offer

The Company may, in its absolute discretion, make an offer to issue Shares pursuant to the plan (the “ Plan Shares ”) to any Eligible Employee (including an Eligible Employee who has previously received an Offer) upon such terms as the Board may determine.

3. Issue Price

The issue price of the Plan Shares offered will be determined by the Board in its absolute discretion and may be a nominal or nil amount. However, where a Loan is offered in relation to the Plan Shares, the issue price must be equal to the volume weighted average actual price at which Shares were traded on the ASX over the 5 trading days up to and including (i) the date the offer was accepted; or (ii) if earlier, the date on which the Eligible Employee accepted their employment contract where it includes an entitlement to receive, or to be offered, Plan Shares.

4. Loan

The Company may, in its absolute discretion, grant a Loan to an Eligible Employee for the purpose of purchasing Plan Shares under an offer.

Where the Company decides to offer a Loan to an Eligible Employee to acquire Plan Shares, the offer for the Plan Shares must include:

(i) the maximum amount of the Loan (which must not exceed the Share Payment in respect of the Plan Shares offered); and
(ii) the Loan repayment date.

Where an Eligible Employee lodges an acceptance form agreement to a Loan, and the Company accepts that acceptance form:

(i) a loan agreement is deemed to arise between the Company and the Eligible Employee on the terms and conditions set out in this paragraph 4 ( Loan );
(ii) the Company is deemed to loan the amount agreed in the acceptance form (the “ Loan Amount ”) to the Eligible Employee at the time the Company issues the Plan Shares; and

(iii) the Eligible Employee is deemed to direct the Company to apply the entire Loan Amount towards paying the Share Payment in full or in part in respect of the Plan Shares being acquired under the offer.

Interest

The Loan will be interest free unless the Company and the Eligible Employee agree otherwise or the offer specifies otherwise.

Cash dividends

An Eligible Employee who accepts an offer and acquires Plan Shares under the plan (a “ Participant ”) is deemed to have irrevocably directed the Company to apply any cash dividends in respect of the Plan Shares held by the Participant to repayment of any outstanding Loan Amount under the Participant’s Loan. Any surplus of the cash dividend after repayment of the Loan will be paid to the Participant.

Repayment

The Loan will be repayable in full on the loan repayment date specified in the offer unless earlier repayment is otherwise required under the plan.

A Participant may repay all or part of its Loan at any time prior to the loan repayment date.

The Company will have a lien over the Plan Shares in respect of which a Loan Amount is outstanding and the Company will be entitled to sell those Plan Shares in accordance with the terms of this plan.

The Loan will become repayable in full where:

(i) the Participant ceases to be an Eligible Employee for any reason;
(ii) the Participant suffers an Event of Insolvency (defined as where (a) a person is, or is deemed to be, insolvent, or is declared bankrupt; or (b) a liquidator, provisional liquidator, receiver, manager or administrator is appointed in respect of the person or any of the person’s assets);
(iii) the Participant breaches any condition of the Loan or the plan; or
(iv) a restriction condition (being a condition set out in an offer that must be satisfied (unless waived by the Board in its absolute discretion) before the Plan Shares can be sold, transferred, assigned, charged or otherwise encumbered (“ Restriction Condition ”)) in relation to the Plan Shares subject of the Loan is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board (and is not waived),

and, in such circumstances and where:

(i) a Restriction Condition in relation to the Plan Shares subject to the Loan is not satisfied, or is incapable of being satisfied in the opinion of the Board (and is not waived), the Plan Shares must be sold and the sale proceeds applied to repay the Loan in accordance with paragraph 9 ( Unfulfilled Restriction Condition ) below;
(ii) all Restriction Conditions in relation to the Plan Shares have either been satisfied or are waived, the Company must promptly by written notice advise the Participant of the Loan Amount outstanding (if any) and that outstanding Loan Amount is due and payable. Where a Participant fails to repay the outstanding Loan Amount within 30 days of the date of written notice from the Company (or such later date as approved by the Board), the Company must sell the Plan Shares and apply the sale proceeds in accordance with paragraph 9 ( Unfulfilled Restriction Condition ) below (except where the sale proceeds exceed the outstanding Loan Amount the Company must pay the remainder, less any amount necessary to cover the reasonable expenses associated with selling the Plan Shares, to the Participant).

A Participant may not transfer or otherwise deal with a Plan Share until the Loan Amount in respect of that Plan Share has been repaid in full.

Limited Recourse Loan

A Loan will be non-recourse except against the Plan Shares held by the Participant to which the Loan relates.

In the event the sale proceeds from the sale of Plan Shares are less than any outstanding Loan Amount, the Sale Proceeds will be deemed to have satisfied the outstanding Loan Amount in relation to those Plan Shares in full and the Participant will have no further liability to the Company in respect of the Loan and the Company will have no further recourse to the Participant in relation to the Loan.

5. Rights Attaching to Plan Shares

A Participant will, from and including the Issue Date, be the legal owner of the Plan Shares allotted and issued under the plan and will be entitled to dividends (subject to the paragraph 4 ( Cash dividends ) above) and to exercise voting rights attached to the Plan Shares.

Each Plan Share will be issued on the same terms and conditions as the Company’s issued Shares (other than in respect of transfer restrictions imposed by the plan) and it will rank equally with all other issued Shares from the issue date except for entitlements which have a record date before the issue date.

6. Restrictions on Dealing in Plan Shares

The Plan Shares will be quoted on ASX. However, except as otherwise provided in this plan, a Participant may not sell, transfer, assign, mortgage, charge or otherwise encumber a Plan Share until the end of any applicable Restriction Period (where ‘Restriction Period’ is defined as the period commencing on the date of issue of the Plan Share and ending on the later of:

(i) the date all Restriction Conditions that apply to that Plan Share (if any) are satisfied or waived by the Board; and
(ii) the date any Loan in relation to the Plan Shares is repaid in full or otherwise discharged under this plan.)

7. Dealing with Plan Shares after Restriction Period

Following expiry of the Restriction Period, a Participant may deal with its Plan Shares as it sees fit, subject to compliance with any securities trading policy applying to Eligible Employees and to compliance with legal requirements including the “insider trading” rules.

8. Hedging

Participants are prohibited from entering into transactions in financial products issued over the Company’s securities by third parties which operate to limit the economic risk relating to their unvested entitlements under the plan.

9. Unfulfilled Restriction Condition

Sale of Plan Shares

Where a Restriction Condition in relation to Plan Shares is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board, the Company must, unless the Restriction Condition is waived by the Board:

(i) arrange to sell the Plan Shares as soon as reasonably practicable either on the ASX or to an investor who falls within an exemption under section 708 of the Corporations Act provided that the sale must be at a price that is no less than 80% of the volume weighted average price at which Shares were traded on the ASX on the 10 trading days before the sale date; and
(ii) apply the sale proceeds in the following priority:

first, to pay the Company any outstanding Loan Amount (if any) in relation to the Plan Shares (subject to paragraph 4 ( Limited Recourse Loan ) and the Company’s reasonable costs in selling the Shares;

second, to the extent the sale proceeds are sufficient, to repay the Participant any cash consideration paid by the Participant or Loan Amount repayments (including any cash dividends applied to the Loan Amount) made by or on behalf of the Participant. The Participant acknowledges that the Company is not liable to repay the Participant any cash consideration or Loan Amount repayments except to the extent covered by the remaining sale proceeds;

third, to settle any tax liability that the Participant may have solely in respect of the sale of the Plan Shares or dividends received and applied against the Loan (provided the Participant can demonstrate how that tax liability arises); and

lastly, any remainder to the Company to cover its costs of managing the plan.

Ceasing Employment before Restriction Conditions satisfied

Where the person who was initially offered the Plan Shares ceases to be an Eligible Employee and, at that time, there are Restriction Conditions in relation to those Plan Shares that are unsatisfied or are incapable of satisfaction in the opinion of the Board (and they are not waived), the Company must, subject to the Corporations Act and the ASX Listing Rules, sell the Plan Shares in accordance with paragraph 9 ( Sale of Plan Shares ) of this Plan.

10. Exceptions to Dealings and Sale

Good leaver

Where:

(i) the Participant dies; or
(ii) the Eligible Employee to whom the offer was originally made ceases to be employed as a result of:
(A) bona fide retirement from the workforce (unless the retirement happens within six (6) months of the date of the issue of the Plan Shares);
(B) bona fide redundancy; or
(C) total and permanent disability,

the Board may in its sole and absolute discretion elect to waive any of the Restriction Conditions applying to the Participant’s Plan Shares and (provided any Loan has been repaid) permit the Participant (or their personal legal representative) to sell, transfer, assign, mortgage, charge or otherwise encumber the Participant’s Plan Shares.

11. Capital Reorganisation

If there is any reorganisation of the issued capital of the Company (including any subdivision, consolidation, reduction, return or cancellation), the number of Plan Shares will be adjusted by the Board accordingly in line with the Corporations Act and the Listing Rules.

12. Bonus and Rights Issues

Subject to the plan, a Participant, upon allotment of Plan Shares, will enjoy all rights attaching to Shares of the Company including the right to participate in bonus issues and rights issues in respect of the Plan Shares.

13. Takeover, Scheme or Winding Up

The Board may, in its absolute discretion and subject to such conditions as it sees fit, waive a Restriction Condition applying to a Plan Share where:

(i) ( Takeover ): a Takeover Bid for the Company’s issued Shares is made and the bidder obtains voting power (as defined in the Corporations Act) in the Company of 50% or more and the

takeover offers are made or declared unconditional (which includes where the takeover offers are unconditional other than for the happening of the events or circumstances set out in section 652C(l) and (2) of the Corporations Act or the condition set out in section 625(3) of the Corporations Act);

(ii) ( Compromise or Arrangement ): a court approves under Section 411(4)(b) of the Corporations Act a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(iii) ( other control transaction ): an event or transaction by which an entity obtains or is to obtain voting power (as defined in the Corporations Act) in the Company of 50% or more is approved or accepted by a majority of members of the Company; or
(iv) ( Winding Up ): the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company.

14. Limit on number of Plan Shares

The Company must take reasonable steps to ensure that the number of Plan Shares offered by the Company under this Plan when aggregated with:

(i) the number of Shares issued during the previous 5 years under the plan (or any other employee share plan extended only to Eligible Employees); and
(ii) the number of Shares that would be issued if each outstanding offer for Shares (including options to acquire unissued Shares) under any employee share scheme (as defined in the Corporations Act) of the Company were to be exercised or accepted,

but disregarding any offer made, or option acquired or share issued by way of or as a result of:

(i) the making of an offer or invitation to a person situated at the time of receipt of the offer or invitation outside Australia; or
(ii) an “excluded offer” or “excluded invitation” (each as defined in the Corporations Law as in force prior to the commencement of Schedule 1 to the Corporate Law Economic Reform Program Act (1999)); or
(iii) an offer which did not need disclosure because of section 708 of the Corporations Act; or
(iv) an offer made under a disclosure document,

does not exceed 5% of the total number of Shares on issue at the time of an offer.

15. Alterations to the Plan

(i) Subject to paragraphs (ii) and (iii) below (and to the Listing Rules and all applicable laws), the Board may at any time by written instrument amend all or any of the terms and conditions, including this paragraph.
(ii) Any amendment to the terms and conditions must not materially reduce the rights of any Participant in respect of their Plan Shares held at the date of the amendment, unless the amendment is introduced primarily:
(A) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or similar plans;
(B) to correct any manifest error or mistake;
(C) to take into consideration possible adverse tax implications in respect of the plan arising from, amongst others, changes to tax legislation and/or changes in the interpretation of tax legislation by a court of competent jurisdiction;

(D) for the purpose of enabling the Participants generally (but not necessarily each Participant) to receive a more favourable taxation treatment in respect of their participation in the plan; or
(E) to enable the plan or any member of the Group to comply with the constitution of a Group Company, the Corporations Act or the Listing Rules.
(iii) Subject to paragraph (ii) above, any amendment made under paragraph (i) above may be given retrospective effect as specified in the written instrument by which the amendment is made.

16. Governing Law

The terms and conditions of this plan shall be governed by and construed in accordance with the laws for the time being in force in Western Australia.

Schedule 3 – Summary of TNG Non-Executive Director and Consultant Share Plan

A summary of the key terms of the TNG Non-Executive Director and Consultant Plan are set out below.

1. Entitlement to Participate

The Board may from time to time determine that an Eligible Entity (being a Non-Executive Director of a Group Company, the Company Secretary of a Group Company or a consultant or contractor of the Group Company to whom an offer of Shares can be made without disclosure because of section 708 of the Corporations Act (such as a consultant or contractor who is a “sophisticated” or “professional” investor or to whom an offer falls within section 708(1) of the Corporations Act), but excluding any of their Associates and any full and part time employees of Group Companies) may participate in the plan and the extent of that participation. In making that determination, the Board must consider:

(i) the office held by, or services provided by, the Eligible Entity to the relevant Group Company;
(ii) the length of office or service of the Eligible Entity with the Group;
(iii) the potential contribution of the Eligible Entity to the growth and profitability of the Group; and
(iv) any other matters which the Board considers relevant.

2. Offer

The Company may, in its absolute discretion, make an offer to issue Shares pursuant to the plan (the “ Plan Shares ”) to any Eligible Entity (including an Eligible Entity who has previously received an Offer) upon such terms as the Board may determine.

3. Issue Price

The issue price of the Plan Shares offered will be determined by the Board in its absolute discretion and may be a nominal or nil amount. However, where a Loan is offered in relation to the Plan Shares, the issue price must be equal to the volume weighted average actual price at which Shares were traded on the ASX over the 5 trading days up to and including (i) the date the offer was accepted; or (ii) if earlier, the date on which the Eligible Entity accepted their employment contract where it includes an entitlement to receive, or to be offered, Plan Shares.

4. Loan

The Company may, in its absolute discretion, grant a Loan to an Eligible Entity for the purpose of purchasing Plan Shares under an offer.

Where the Company decides to offer a Loan to an Eligible Entity to acquire Plan Shares, the offer for the Plan Shares must include:

(i) the maximum amount of the Loan (which must not exceed the Share Payment in respect of the Plan Shares offered); and
(ii) the Loan repayment date.

Where an Eligible Entity lodges an acceptance form agreement to a Loan, and the Company accepts that acceptance form:

(i) a loan agreement is deemed to arise between the Company and the Eligible Entity on the terms and conditions set out in this paragraph 4 ( Loan );
(ii) the Company is deemed to loan the amount agreed in the acceptance form (the “ Loan Amount ”) to the Eligible Entity at the time the Company issues the Plan Shares; and

(iii) the Eligible Entity is deemed to direct the Company to apply the entire Loan Amount towards paying the Share Payment in full or in part in respect of the Plan Shares being acquired under the offer.

Interest

The Loan will be interest free unless the Company and the Eligible Entity agree otherwise or the offer specifies otherwise.

Cash dividends

An Eligible Entity who accepts an offer and acquires Plan Shares under the plan (a “ Participant ”) is deemed to have irrevocably directed the Company to apply any cash dividends in respect of the Plan Shares held by the Participant to repayment of any outstanding Loan Amount under the Participant’s Loan. Any surplus of the cash dividend after repayment of the Loan will be paid to the Participant.

Repayment

The Loan will be repayable in full on the loan repayment date specified in the offer unless earlier repayment is otherwise required under the plan.

A Participant may repay all or part of its Loan at any time prior to the loan repayment date.

The Loan will become repayable in full where:

(i) the Participant ceases to be an Eligible Entity for any reason;
(ii) the Participant suffers an Event of Insolvency (defined as where (a) a person is, or is deemed to be, insolvent, or is declared bankrupt; or (b) a liquidator, provisional liquidator, receiver, manager or administrator is appointed in respect of the person or any of the person’s assets);
(iii) the Participant breaches any condition of the Loan or the plan; or
(iv) a Restriction Condition in relation to the Plan Shares subject of the Loan is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board (and is not waived),

and, in such circumstances and where:

(i) a Restriction Condition in relation to the Plan Shares subject to the Loan is not satisfied, or is incapable of being satisfied in the opinion of the Board (and is not waived), the Plan Shares must be sold by the Participant and the sale proceeds applied to repay the Loan in accordance with paragraph 9 ( Unfulfilled Restriction Condition ) below;
(ii) all Restriction Conditions in relation to the Plan Shares have either been satisfied or are waived, the Company must promptly by written notice advise the Participant of the Loan Amount outstanding (if any) and that outstanding Loan Amount is due and payable. Where a Participant fails to repay the outstanding Loan Amount within 30 days of the date of written notice from the Participant (or such later date as approved by the Board), the Company must sell the Plan Shares and apply the sale proceeds in accordance with paragraph 9 ( Unfulfilled Restriction Condition ) below (except where the sale proceeds exceed the outstanding Loan Amount the Participant may keep the remainder).

A Participant may not transfer or otherwise deal with a Plan Share until the Loan Amount in respect of that Plan Share has been repaid in full unless they are selling the Plan Shares in accordance with paragraph (ii) above.

Limited Recourse Loan

A Loan will be non-recourse except for the Participant’s obligation under paragraph (ii) directly above.

5. Rights Attaching to Plan Shares

A Participant will, from and including the Issue Date, be the legal owner of the Plan Shares allotted and issued under the plan and will be entitled to dividends (subject to the paragraph 5 ( Cash dividends ) above) and to exercise voting rights attached to the Plan Shares.

6. Restrictions on Dealing in Plan Shares

(i) the date all Restriction Conditions that apply to that Plan Share (if any) are satisfied or waived by the Board; and
(ii) the date any Loan in relation to the Plan Shares is repaid in full or otherwise discharged under this plan.)

7. Dealing with Plan Shares after Restriction Period

Following expiry of the Restriction Period, a Participant may deal with its Plan Shares as it sees fit, subject to compliance with any securities trading policy applying to Eligible Entities and to compliance with legal requirements including the “insider trading” rules.

8. Hedging

9. Unfulfilled Restriction Condition

Sale of Plan Shares

Where a Restriction Condition in relation to Plan Shares is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board, the Participant must, unless the Restriction Condition is waived by the Board:

(i) arrange to sell the Plan Shares as soon as reasonably practicable either on the ASX or to an investor who falls within an exemption under section 708 of the Corporations Act provided that the sale must be at a price that is no less than 80% of the volume weighted average price at which Shares were traded on the ASX on the 10 trading days before the sale date; and
(ii) apply the sale proceeds in the following priority:

first, to pay the Company any outstanding Loan Amount (if any) in relation to the Plan Shares (subject to paragraph 4 ( Limited Recourse Loan );

second, to the extent the sale proceeds are sufficient, the Participant may keep an amount equal to any cash consideration paid by the Participant or Loan Amount repayments (including any cash dividends applied to the Loan Amount) made by or on behalf of the Participant. The Participant acknowledges that the Company is not liable to repay the Participant any cash consideration or Loan Amount repayments;

lastly, any remainder to be paid by the Participant to the Company to cover its costs of managing the plan.

Ceasing Engagement before Restriction Conditions satisfied

Where the person who was initially offered the Plan Shares ceases to be a non-executive director, consultant or contractor of a Group Entity and, at that time, there are Restriction Conditions in relation to those Plan Shares that are unsatisfied or are incapable of satisfaction in the opinion of the Board (and they are not waived), the Company must, subject to the Corporations Act and the ASX Listing Rules, sell the Plan Shares in accordance with paragraph 9 ( Sale of Plan Shares ) of this Plan.

10. Exceptions to Dealings and Sale

Good leaver

Where:

(i) the Participant dies; or
(ii) the Eligible Entity to whom the offer was originally made ceases to be a non-executive director, consultant or contractor of a Group Entity as a result of:
- (A) bona fide retirement from the workforce (unless the retirement happens within six (6) months of the date of the issue of the Plan Shares); or
(B) total and permanent disability,

11. Capital Reorganisation

12. Bonus and Rights Issues

13. Takeover, Scheme or Winding Up

The Board may, in its absolute discretion and subject to such conditions as it sees fit, waive a Restriction Condition applying to a Plan Share where:

(i) ( Takeover ): a Takeover Bid for the Company’s issued Shares is made and the bidder obtains voting power (as defined in the Corporations Act) in the Company of 50% or more and the takeover offers are made or declared unconditional (which includes where the takeover offers are unconditional other than for the happening of the events or circumstances set out in section 652C(l) and (2) of the Corporations Act or the condition set out in section 625(3) of the Corporations Act);
(ii) ( Compromise or Arrangement ): a court approves under Section 411(4)(b) of the Corporations Act a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;

(iii) ( other control transaction ): an event or transaction by which an entity obtains or is to obtain voting power (as defined in the Corporations Act) in the Company of 50% or more is approved or accepted by a majority of members of the Company; or
(iv) ( Winding Up ): the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company.

14. Alterations to the Plan

(i) Subject to paragraphs (ii) and (iii) below (and to the Listing Rules and all applicable laws), the Board may at any time by written instrument amend all or any of the terms and conditions, including this paragraph.
(ii) Any amendment to the terms and conditions must not materially reduce the rights of any Participant in respect of their Plan Shares held at the date of the amendment, unless the amendment is introduced primarily:
(A) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or similar plans;
(B) to correct any manifest error or mistake;
(C) to take into consideration possible adverse tax implications in respect of the plan arising from, amongst others, changes to tax legislation and/or changes in the interpretation of tax legislation by a court of competent jurisdiction;
(D) for the purpose of enabling the Participants generally (but not necessarily each Participant) to receive a more favourable taxation treatment in respect of their participation in the plan; or
(E) to enable the plan or any member of the Group to comply with the constitution of a Group Company, the Corporations Act or the Listing Rules.
(iii) Subject to paragraph (ii) above, any amendment made under paragraph (i) above may be given retrospective effect as specified in the written instrument by which the amendment is made.

15. Governing Law

The terms and conditions of this plan shall be governed by and construed in accordance with the laws for the time being in force in Western Australia.

Schedule 4 - Summary of TNG Employee Option Plan

A summary of the key terms of the TNG Employee Option Plan are set out below.

1. Entitlement to Participate

The Board may offer Options to Eligible Employees (being an Executive Director of a Group Company or a full or part time employee of a Group Company) having regard to:

(i) the seniority of the Eligible Employee and the position the Eligible Employee occupies with the relevant Group Company;
(ii) the length of service of the Eligible Employee with the Group;
(iii) the record of employment of the Eligible Employee with the Group;
(iv) the potential contribution of the Eligible Employee to the growth and profitability of the Group; and
(v) any other matters which the Board considers relevant.

2. Offer

Options must be issued on the terms of these terms and conditions and each Eligible Employee or an Associate (where “Associate” is defined as a nominee of an Eligible Employee, which nominee is an “associate” of the Eligible Entity within the meaning given to that term in the Income Tax Assessment Act 1936 (Cth)) who accepts an offer and acquires an Option issued under the plan (a “ Participant ”) will be taken to have agreed to be bound by these terms and conditions on acceptance of any offer of Options.

3. Issue Price

No amount is payable on the issue of Options.

4. Maximum Number of Options

Options may not be offered or issued under this plan if, immediately following the offer or issue, the aggregate of:

(i) the number of Shares to be received on exercise of those Options;
(ii) the number of Shares that would be issued upon acceptance or exercise of any outstanding offer or option under any Eligible Employee incentive scheme; and
(iii) the number of Shares issued during the previous five years pursuant to the plan or any other Eligible Employee incentive scheme extended only to Eligible Employees,

but disregarding any Options acquired or Shares issued by way of or as a result of:

(i) the making of an offer or invitation to a person situated at the time of receipt of the offer or invitation outside Australia;
(ii) an “excluded offer” or “excluded invitation” (each as defined in the Corporations Law as in force prior to the commencement of Schedule 1 to the Corporate Law Economic Reform Program Act (1999));
(iii) an offer which did not need disclosure because of Section 708 of the Corporations Act;
(iv) an offer that did not require the giving of a Product Disclosure Statement because of section 1012D; or

(v) an offer made under a disclosure document,

would exceed 5% of the total number of Shares on issue at the time of the offer.

5. Option Terms

Entitlement

Subject to these terms and conditions:

(i) each Option entitles the holder to subscribe for and be allotted one Share at an exercise price per Option to be determined by the Board at the time it resolves to make offers of Options, having regard to such matters as the Board considers appropriate (but which exercise price will not be less than the market value of a Share at that time).
(ii) the Company must allot Shares on exercise of Options in accordance with the Listing Rules.

Shares to rank pari passu

Shares issued on the exercise of Options will rank pari passu with all existing Shares from the date of issue and will be entitled to those dividends which have a record date for determining entitlements after the date of issue.

Exercise of Options

(i) An Option is exercisable by the holder lodging a notice of exercise of Option and application for Shares, together with the exercise price for each Share to be issued on exercise and the relevant Option certificate, with the Company Secretary.
(ii) Except as authorised or approved by the Board, Options may not be exercised during periods during which Eligible Employees are not permitted to trade in the Company’s securities pursuant to the Company’s securities trading policy from time to time.
(iii) Options may only be exercised by a Participant at the times and in the numbers set by the Board at the time of offer of the Options, provided that:
(F) the Board may stipulate that Options may only be exercised if the Company (or a business division) or the Participant (or the relevant Eligible Employee where the Participant is an Associate of the Eligible Employee) achieves stipulated performance benchmarks; and
(G) the Board may determine (at any time) that some or all Options are exercisable immediately if:
- (1) ( Takeover ): a Takeover Bid for the Company’s issued Shares is made and the bidder obtains voting power (as defined in the Corporations Act) in the Company of 50% or more and the takeover offers are made or declared unconditional (which includes where the takeover offers are unconditional other than for the happening of the events or circumstances set out in section 652C(l) and (2) of the Corporations Act or the condition set out in section 625(3) of the Corporations Act);
- (2) ( Compromise or Arrangement ): a court approves under section 411(4)(b) of the Corporations Act a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
- (3) ( other control transaction ): an event or transaction by which an entity obtains or is to obtain voting power (as defined in the Corporations Act) in the Company of 50% or more is approved or accepted by a majority of members of the Company; or

(4) ( Winding Up ): the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company.

Transfer

Options may not be transferred.

Quotation of Options

Options will not be quoted on ASX.

Quotation of Shares

The Company will make an application to ASX for official quotation of Shares issued on the exercise of Options, if other Shares of the Company are listed at that time.

Future issues of Shares

A Participant may only participate in new issues of securities to Shareholders if the Option has been exercised, if that is permitted by its terms, and the Shares allotted in respect of the Option before the record date for determining entitlements to the issue.

Bonus issue

If the Company makes a bonus issue of Shares or other securities pro rata to Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted in respect of an Option before the record date for determining entitlements to the bonus issue then the number of securities over which the Option is exercisable will be increased by the number of securities which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.

Rights issue

If the Company makes an offer of Shares pro rata to all or substantially all shareholders in accordance with the ASX Listing Rules (other than a bonus issue or an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) for a subscription price which is less than the market price (defined below as “P”) and no Shares have been allotted in respect of an Option before the record date for determining entitlements to the pro rata issue then the exercise price per Option will be reduced according to the following formula:

==> picture [114 x 25] intentionally omitted <==

where:

0[1] = the new exercise price of each Option;
0 = the old exercise price of each Option;
E = the number of underlying securities into which one Option is exercisable;

P = the average market price of Shares (weighted by reference to volume) sold in the ordinary course of trading on the ASX during the five trading days before the ex rights date or ex entitlements date;

S = the subscription price (application money plus calls) for new Shares issued under the pro rata issue;

D = any dividends due but not yet paid on existing Shares (except those to be issued under the pro rata issue); and

N = the number of Shares required to be held to receive a right to one new Share.

The number of Shares which the Participant is entitled to subscribe for on exercise of the Option will not change.

Reorganisations

In the event of any reorganisation of the capital of the Company, the rights of an Option holder will be changed to the extent necessary to comply with the Listing Rules applying to such reorganisation at the time of the reorganisation.

Advice

The Company must give notice to each Participant of any adjustment to the number of Shares which the Participant is entitled to subscribe for or be issued on exercise of an Option or the exercise price per Share in accordance with the Listing Rules.

Dividends and rights to vote

An Option carries no right to a dividend and no right to a vote.

Hedging

Participants (and the relevant Eligible Employee where the Participant is an Associate of the Eligible Employee) are prohibited from entering into transactions in financial products issued over the Company’s securities by third parties which operate to limit the economic risk relating to their unvested entitlements under the plan.

6. Overriding Restrictions on Issue and Exercise

Notwithstanding any of these terms and conditions or the terms of any Option, no Option may be offered, issued or exercised if to do so:

(i) would contravene the Corporations Act or the Listing Rules; or
(ii) would contravene the local laws or customs of an Eligible Employee’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical.

7. Alterations to the Plan

(i) Subject to paragraphs (ii) and (iii) below (and to the Listing Rules and all applicable laws), the Board may at any time by written instrument amend all or any of the terms and conditions, including this paragraph.
(ii) Any amendment to the terms and conditions must not materially reduce the rights of any Participant in respect of their Options held at the date of the amendment, unless the amendment is introduced primarily:
(H) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or similar plans;
(I) to correct any manifest error or mistake;
(J) to take into consideration possible adverse tax implications in respect of the plan arising from, amongst others, changes to tax legislation and/or changes in the interpretation of tax legislation by a court of competent jurisdiction;
(K) for the purpose of enabling the Participants generally (but not necessarily each Participant) to receive a more favourable taxation treatment in respect of their participation in the plan; or

(L) to enable the plan or any member of the Group to comply with the constitution of a Group Company, the Corporations Act or the Listing Rules.
(iii) Subject to paragraph (ii) above, any amendment made under paragraph (i) above may be given retrospective effect as specified in the written instrument by which the amendment is made.

8. Governing Law

The terms and conditions of this plan shall be governed by and construed in accordance with the laws for the time being in force in Western Australia.

Schedule 5 –Summary of TNG Non-Executive Director and Consultant Option Plan

A summary of the key terms of the TNG Non-Executive Director and Consultant Option Plan are set out below.

1. Entitlement to Participate

The Board may offer Options to Eligible Entities (being a Non-Executive Director of a Group Company, the Company Secretary of a Group Company or a consultant or contractor of the Group Company to whom an offer of Shares can be made without disclosure because of section 708 of the Corporations Act (such as a consultant or contractor who is a “sophisticated” or “professional” investor or to whom an offer falls within section 708(1) of the Corporations Act), but excluding full and part time employees of Group Companies) having regard to:

(i) the office held by, or services provided by, the Eligible Entity to the relevant Group Company;
(ii) the length of office or service of the Eligible Entity with the Group;
(iii) the potential contribution of the Eligible Entity to the growth and profitability of the Group; and
(iv) any other matters which the Board considers relevant.

2. Offer

Options must be issued on the terms of these terms and conditions and each Eligible Entity or an Associate (where “Associate” is defined as a nominee of an Eligible Entity, which nominee is an “associate” of the Eligible Entity within the meaning given to that term in the Income Tax Assessment Act 1936 (Cth)) who accepts an offer and acquires an Option issued under the plan (a “ Participant ”) will be taken to have agreed to be bound by these terms and conditions on acceptance of any offer of Options.

3. Issue Price

No amount is payable on the issue of Options.

4. Option Terms

Entitlement

Subject to these terms and conditions:

(i) each Option entitles the holder to subscribe for and be allotted one Share at an exercise price per Option to be determined by the Board at the time it resolves to make offers of Options, having regard to such matters as the Board considers appropriate (but which exercise price will not be less than the market value of a Share at that time); and
(ii) the Company must allot Shares on exercise of Options in accordance with the Listing Rules.

Shares to rank pari passu

Exercise of Options

(i) An Option is exercisable by the holder lodging a notice of exercise of Option and application for Shares, together with the exercise price for each Share to be issued on exercise and the relevant Option certificate, with the Company Secretary.
(ii) Except as authorised or approved by the Board, Options may not be exercised during periods during which Eligible Entities are not permitted to trade in the Company’s securities pursuant

to the Company’s securities trading policy from time to time.

(iii) Options may only be exercised by a Participant at the times and in the numbers set by the Board at the time of offer of the Options, provided that:
(M) the Board may stipulate that Options may only be exercised if the Company (or a business division) or the Participant (or the relevant Eligible Entity where the Participant is an Associate of the Eligible Entity) achieves stipulated performance benchmarks; and
(N) the Board may determine (at any time) that some or all Options are exercisable immediately if:
- (1) ( Takeover ): a Takeover Bid for the Company’s issued Shares is made and the bidder obtains voting power (as defined in the Corporations Act) in the Company of 50% or more and the takeover offers are made or declared unconditional (which includes where the takeover offers are unconditional other than for the happening of the events or circumstances set out in section 652C(l) and (2) of the Corporations Act or the condition set out in section 625(3) of the Corporations Act);
- (2) ( Compromise or Arrangement ): a court approves under section 411(4)(b) of the Corporations Act a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
- (3) ( other control transaction ): an event or transaction by which an entity obtains or is to obtain voting power (as defined in the Corporations Act) in the Company of 50% or more is approved or accepted by a majority of members of the Company; or
- (4) ( Winding Up ): the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company.

Transfer

Options may not be transferred.

Quotation of Options

Options will not be quoted on ASX.

Quotation of Shares

The Company will make an application to ASX for official quotation of Shares issued on the exercise of Options, if other Shares of the Company are listed at that time.

Future issues of Shares

Bonus issue

which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.

Rights issue

==> picture [114 x 25] intentionally omitted <==

where:

0[1] = the new exercise price of each Option;

0 = the old exercise price of each Option;

E = the number of underlying securities into which one Option is exercisable;

S = the subscription price (application money plus calls) for new Shares issued under the pro rata issue;

D = any dividends due but not yet paid on existing Shares (except those to be issued under the pro rata issue); and

N = the number of Shares required to be held to receive a right to one new Share.

The number of Shares which the Participant is entitled to subscribe for on exercise of the Option will not change.

Reorganisations

Advice

Dividends and rights to vote

An Option carries no right to a dividend and no right to a vote.

Hedging

Participants (and the relevant Eligible Entity where the Participant is an Associate of the Eligible Entity) are prohibited from entering into transactions in financial products issued over the Company’s securities by third parties which operate to limit the economic risk relating to their unvested entitlements under the plan.

5. Overriding Restrictions on Issue and Exercise

Notwithstanding any of these terms and conditions or the terms of any Option, no Option may be offered, issued or exercised if to do so:

(i) would contravene the Corporations Act or the Listing Rules; or
(ii) would contravene the local laws or customs of an Eligible Entity’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical.

6. Alterations to the Plan

(i) Subject to paragraphs (ii) and (iii) below (and to the Listing Rules and all applicable laws), the Board may at any time by written instrument amend all or any of the terms and conditions, including this paragraph.
(ii) Any amendment to the terms and conditions must not materially reduce the rights of any Participant in respect of their Options held at the date of the amendment, unless the amendment is introduced primarily:
(O) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or similar plans;
(P) to correct any manifest error or mistake;
(Q) to take into consideration possible adverse tax implications in respect of the plan arising from, amongst others, changes to tax legislation and/or changes in the interpretation of tax legislation by a court of competent jurisdiction;
(R) for the purpose of enabling the Participants generally (but not necessarily each Participant) to receive a more favourable taxation treatment in respect of their participation in the plan; or
(S) to enable the plan or any member of the Group to comply with the constitution of a Group Company, the Corporations Act or the Listing Rules.
(iii) Subject to paragraph (ii) above, any amendment made under paragraph (i) above may be given retrospective effect as specified in the written instrument by which the amendment is made.

7. Governing Law

The terms and conditions of this plan shall be governed by and construed in accordance with the laws for the time being in force in Western Australia.

Schedule 6 – Proposed amendments to Constitution

Schedule 7 – Proportional takeover provisions

Definitions

In this Schedule:

"Approving Resolution" means a resolution to approve a proportional takeover bid in accordance with this Schedule.

"Deadline" means the 14th day before the last day of the bid period for a proportional takeover bid or a later day allowed by the Australian Securities and Investments Commission.

"Voter" means a person (other than the bidder under a proportional takeover bid or an associate of that bidder) who, as at the end of the day on which the first offer under that bid was made, held bid class securities for that bid.

2. Refusal of Transfers

(a) Requirement for an Approving Resolution

(i) The Company must refuse to register a transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this Schedule 5.
(ii) This Schedule 5 ceases to apply on the 3rd anniversary of its last adoption, or last renewal, in accordance with the Corporations Act.

(b) Voting on an Approving Resolution

(i) Where offers are made under a proportional takeover bid, the Directors must, subject to the Corporations Act, call and arrange to hold a meeting of Voters for the purpose of voting on an Approving Resolution before the Deadline.
(ii) The provisions of this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under paragraph 2(b)(i).
(iii) Subject to this Constitution, every Voter present at the meeting held under paragraph 2(b)(i) is entitled to one vote for each Share in the bid class securities that the Voter holds.
(iv) To be effective, an Approving Resolution must be passed before the Deadline.
(v) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
(vi) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this Schedule, to have been passed in accordance with this Schedule.

Constitution

~~Tennant Creek GoldT~~ NG Limited ABN 12 000 817 023

Adopted by Shareholders: [● ~~1 July 2004]~~ 2015 Effective Date: [● ~~1 July 2004]~~ 2015

Clause

Page No

1.	Preliminary .................................................................................................. 1~~1~~
1.1	Definitions and Interpretation.................................................................... 1~~1~~
1.2	Nature of the Company................................................................................ 1~~1~~
1.3	Replaceable rules.......................................................................................... 1~~1~~
2.	Shares ............................................................................................................ 1~~1~~
2.1	Issue of Shares and options........................................................................ 1~~1~~
2.2	Preference Shares......................................................................................... 1~~1~~
2.3	Variation of classes and class rights.......................................................... 2~~2~~
2.4	Converting Shares......................................................................................... 3~~2~~
2.5	Reductions of capital and buy-backs......................................................... 3~~2~~
2.6	Unmarketable parcels of Shares................................................................ 3~~3~~
2.7	Registered holder is absolute owner......................................................... 3~~3~~
2.8	Holding statements and certificates.......................................................... 3~~3~~
3.	Calls, Company Payments, Forfeiture and Liens ........................... 4~~4~~
4.	Transfer of Shares ..................................................................................... 4~~4~~
4.1	Electronic transfer systems......................................................................... 4~~4~~
4.2	Forms of transfer........................................................................................... 4~~4~~
4.3	Instrument of transfer.................................................................................. 5~~4~~
4.4	Transferor is holder until transfer registered........................................... 5~~5~~
4.5	Refusal to register transfers........................................................................ 5~~5~~
4.6	No registration fee........................................................................................ 7~~6~~
4.7	Transmission of Shares................................................................................ 7~~6~~
5.	Proceedings of Members ........................................................................ 7~~6~~
5.1	Who can call meetings of Members........................................................... 7~~6~~
5.2	AGM.................................................................................................................. 7~~6~~
5.3	How to call meetings of Members.............................................................. 7~~7~~
5.4	Right to attend meetings............................................................................. 8~~7~~
5.5	Meeting at more than one place................................................................ 9~~8~~
5.6	Quorum......................................................................................................... 10~~9~~
5.7	Chairperson.................................................................................................. 11~~9~~
5.8	General conduct of meetings.................................................................. 11~~10~~
5.9	Resolutions of Members........................................................................... 12~~11~~
5.10	Polls.............................................................................................................. 12~~11~~
5.11	Adjourned, cancelled and postponed meetings................................... 13~~12~~
5.12	Number of votes........................................................................................ 14~~13~~
5.13	Objections to qualification to vote......................................................... 16~~15~~
5.14	Direct voting............................................................................................... 17~~15~~
5.15	Proxies, attorneys and Representatives............................................... 19~~16~~
6.	Directors ............................................................................................... 22~~2019~~
6.1	Number of Directors............................................................................. 22~~2019~~
6.2	Appointment of Directors......................................................................... 23~~20~~
15-10-13	NOM-Schedule 6-TNG Constitution-Amended to ASX and ASIC.doc~~x569901_1.DOCXTNG Constitution~~
~~1 July 2004 appproved by shareholders~~ i

Clause

Page No

6.3	Retirement of Directors and vacation of office.................................... 23~~21~~
6.4	Alternate Directors.................................................................................... 25~~22~~
6.5	Remuneration of Directors...................................................................... 26~~23~~
6.6	Interests of Directors............................................................................ 28~~2424~~
7.	Officers ...................................................................................................... 30~~26~~
7.1	Managing Director..................................................................................... 30~~26~~
7.2	Secretary................................................................................................ 30~~2726~~
7.3	Indemnity and insurance......................................................................... 30~~27~~
8.	Powers of the Company and Directors ...................................... 31~~2827~~
8.1	General powers...................................................................................... 31~~2827~~
8.2	Execution of documents........................................................................... 32~~28~~
8.3	Committees and delegates.................................................................. 32~~2928~~
8.4	Attorney or agent...................................................................................... 33~~29~~
9.	Proceedings of Directors .................................................................... 33~~29~~
9.1	Written resolutions of Directors............................................................. 33~~29~~
9.2	Meetings of Directors............................................................................ 34~~3029~~
9.3	Who can call meetings of Directors....................................................... 34~~30~~
9.4	How to call meetings of Directors.......................................................... 34~~30~~
9.5	Quorum................................................................................................... 34~~3030~~
9.6	Chairperson................................................................................................ 35~~31~~
9.7	Resolutions of Directors........................................................................... 36~~32~~
10.	Dividends ............................................................................................. 37~~3232~~
10.1	Determination of Dividends................................................................. 37~~3232~~
10.2	Resolution of distribution difficulties................................................. 38~~3434~~
10.3	Dividends for different classes................................................................ 38~~34~~
10.4	Dividends proportional to paid up capital............................................. 39~~34~~
10.5	Effect of a transfer on Dividends........................................................ 39~~3435~~
10.6	No interest on Dividends..................................................................... 39~~3535~~
10.7	Unpaid amounts........................................................................................ 39~~35~~
10.8	Capitalisation of profits............................................................................ 39~~35~~
10.9	Distributions of assets.............................................................................. 40~~35~~
10.10	Dividend plans....................................................................................... 40~~3536~~
11.	Notices and Payments ......................................................................... 40~~36~~
11.1	Notice to Members.................................................................................... 40~~36~~
11.2	Notice to Directors.................................................................................... 41~~37~~
11.3	Notice to the Company............................................................................ 42~~37~~
11.4	Time of service...................................................................................... 42~~3738~~
11.5	Signatures.................................................................................................. 43~~38~~
11.6	Payments.................................................................................................... 43~~38~~
12.	Winding Up ............................................................................................... 44~~39~~
12.1	Distributions proportional to paid up capital........................................ 44~~39~~
15-10-13 NOM-Schedule 6-TNG Constitution-Amended to ASX and ASIC.doc~~x569901_1.DOCXTNG Constitution~~
~~1 July 2004 appproved by shareholders~~ ii

	Table of Contents
Clause	Page No
12.2	Distributions of assets.............................................................................. 44~~39~~
Schedule 1 – Definitions and Interpretation ........................................... 46~~41~~
1.	Definitions ................................................................................................ 46~~41~~
2.	Interpretation ......................................................................................... 48~~43~~
3.	Exercise of Powers ................................................................................ 50~~45~~
4.	Severing Invalid Provisions ............................................................... 50~~45~~
5.	Provisions Required by Listing Rule 15.11.1 .............................. 51~~45~~
Schedule 2 – Calls, Company Payments, Forfeiture and Leins ......... 52~~46~~
1.	Exercise of powers ................................................................................ 52~~46~~
2.	Calls ............................................................................................................ 52~~46~~
2.1	Making a call.............................................................................................. 52~~46~~
2.2	Notice of a call........................................................................................... 52~~46~~
2.3	Payment of a call....................................................................................... 52~~46~~
2.4	Recovery of a call...................................................................................... 53~~47~~
2.5	Payment in advance of a call.................................................................. 54~~47~~
3.	Company Payments on Behalf of a Member ................................ 54~~48~~
3.1	Rights of the Company............................................................................. 54~~48~~
3.2	Recovery of Company payments............................................................ 55~~49~~
4.	Forfeiture .................................................................................................. 55~~49~~
4.1	Forfeiture procedure................................................................................. 55~~49~~
4.2	Notice of forfeiture.................................................................................... 56~~49~~
4.3	Effect of forfeiture..................................................................................... 56~~50~~
4.4	Sale or reissue of forfeited Shares........................................................ 57~~50~~
4.5	Cancellation of forfeited Shares............................................................. 57~~50~~
4.6	Proof of forfeiture...................................................................................... 57~~50~~
4.7	Waiver or cancellation of forfeiture....................................................... 57~~50~~
5.	Liens ........................................................................................................... 57~~51~~
5.1	First ranking lien........................................................................................ 57~~51~~
5.2	Enforcement by sale................................................................................. 58~~51~~
5.3	Release or Waiver of lien......................................................................... 58~~51~~
6.	Sales, Disposals and Reissues .......................................................... 58~~52~~
6.1	Sale procedure........................................................................................... 58~~52~~
6.2	Application of proceeds............................................................................ 59~~52~~
7.	Interest ..................................................................................................... 59~~53~~

Page No

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	Table of Contents
Clause	Page No
Schedule 3 – Transmission ............................................................................. 61~~54~~
1.	Deceased Members ............................................................................... 61~~54~~
1.1	Effect of death........................................................................................... 61~~54~~
1.2	Estates and Personal Representatives.................................................. 61~~54~~
2.	Transmission Events ............................................................................ 61~~54~~
2.1	Transmittee right to register or transfer.............................................. 61~~54~~
2.2	Other transmute rights and obligations................................................ 62~~54~~
Schedule 4 – Unmarketable Parcels ........................................................... 63~~56~~
1.	Definitions ................................................................................................ 63~~56~~
2.	Power to Sell Unmarketable Parcels .............................................. 63~~56~~
2.1	Existing unmarketable parcels................................................................ 63~~56~~
2.2	New unmarketable parcels...................................................................... 63~~56~~
3.	Exercise of Power of Sale ................................................................... 64~~57~~
3.1	Extinguishment of interests and claims................................................ 64~~57~~
3.2	Manner of sale........................................................................................... 64~~57~~
3.3	Application of proceeds............................................................................ 65~~58~~
3.4	Voting and dividend rights pending sale............................................... 65~~58~~
Schedule 5 – Proportional Takeover Bid Approval ................................ 67~~59~~
1.	Definitions ................................................................................................ 67~~59~~
2.	Refusal of Transfers ............................................................................. 67~~59~~
2.1	Requirement for an Approving Resolution............................................ 67~~59~~
2.2	Voting on an Approving Resolution........................................................ 67~~59~~
Schedule 6 – Preference Shares ................................................................... 69~~61~~
1.	Definitions ................................................................................................ 69~~61~~
2.	Rights of Holders ................................................................................... 70~~62~~
3.	Issue Resolution .................................................................................... 71~~62~~
4.	Redemption .............................................................................................. 72~~63~~
5.	Conversion ............................................................................................... 73~~64~~
6.	Certificate ................................................................................................. 74~~65~~

Page No

15-10-13 NOM - Schedule 6 - TNG Constitution - Amended to ASX and ASIC.doc ~~x569901_1.DOCXTNG Constitution 1 July 2004 appproved by shareholders~~ iv

Tennant Creek GoldT NG Limited ABN 12 000 817 023

Constitution

1. Preliminary

1.1 Definitions and Interpretation

Schedule 1 applies and forms part of this Constitution.

1.2 Nature of the Company

The Company is a public company limited by shares.

1.3 Replaceable rules

The replaceable rules in the Corporations Act do not apply to the Company.

2. Shares

2.1 Issue of Shares and options

(a) Subject to the Applicable Law and any rights and restrictions attached to a class of Shares, the Company may:
(i) allot and issue unissued Shares; and
(ii) grant options over unissued Shares,
on any terms, at any time and for any consideration, as the Directors resolve.
(b) The powers of the Company under Article 2.1(a) ~~2.1(a)2.1(a)~~ may only be exercised by the Directors.

2.2 Preference Shares

(a) The Company may issue any Shares as preference Shares including:
(i) preference Shares which are liable to be redeemed in a manner permitted by the Corporations Act; and
(ii) preference Shares in accordance with the terms of Schedule 6.
(b) Holders of preference Shares have the same rights as holders of ordinary Shares in relation to receiving notices, reports and audited accounts, and attending meetings of Members.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(c) A holder of a preference Share only has the right to vote:
(i) during a period during which a dividend (or part of a dividend) in respect of the Share is in arrears;
(ii) on a proposal to reduce the share capital of the Company;
(iii) on a resolution to approve the terms of a buy-back agreement;
(iv) on a proposal that affects rights attached to the Share;
(v) on a proposal to wind up the Company;
(vi) on a proposal for the disposal of the whole of the property, business and undertaking of the Company; ~~and~~
(vii) during the winding up of the Company ~~.;~~ and
(viii) in any other circumstances in which the Applicable Law requires holders of preference Shares to be entitled to vote.

2.3 Variation of classes and class rights

(a) Subject to the Corporations Act and the terms of issue of Shares in a particular class, the Company may:
(i) vary or cancel rights attached to Shares in that class; or
(ii) convert Shares from one class to another,

by a special resolution of the Company and:

(iii) a special resolution passed at a meeting of the Members holding Shares in that class; or
(iv) the written consent of Members who are entitled to at least 75% of the votes that may be cast in respect of Shares in that class.
(b) The provisions in this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under Article 2.3(a)(iii) ~~2.3(a)(iii)2.3(a)(iii).~~

~~TNG Constitution 1 July 2004 appproved by shareholders~~

2.4 Converting Shares

The Company may by ordinary resolution passed at a general meeting convert all or any of its Shares into a larger or smaller number of Shares.

2.5 Reductions of capital and buy-backs

(a) Subject to the Applicable Law, the Company may:
(i) reduce its share capital; and
(ii) buy-back Shares in itself,

on any terms and at any time.

(b) The method of distribution of a reduction of the share capital of the Company may include any or all of the payment of cash, the issue of Shares, the grant of ~~Company o~~ ptions or other ~~Company~~ securities, the transfer of shares or any other securities in any other body corporate or units in any unit trust or the transfer of any other assets.
(c) If a distribution of a reduction of the share capital of the Company includes an issue or transfer of shares in a body corporate or units in a unit trust, each Member:
(i) agrees to become a ~~mM~~ ember of that body corporate or unit trust; and
(ii) in the case of transfer, appoints the Company and each Director as its agent to execute an instrument of transfer or other document required to transfer those shares or units in the unit trusts to that Member.

2.6 Unmarketable parcels of Shares

Schedule 4 applies and forms part of this Constitution.

2.7 Registered holder is absolute owner

Except as required by law, the ASX Settlement ~~ASTC~~ Operating Rules or this Constitution, the Company is not required to recognise any interest in, or right in respect of, a Share except an absolute right of legal ownership of the Member registered as the holder of that Share.

2.8 Holding statements and certificates

(a) Subject to the Applicable Law, the Company may not issue certificates for Shares, or cancel existing certificates for Shares without issuing any replacement certificates, if the Directors so resolve.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(b) The Company must issue to each Member, in accordance with the Applicable Law, statements of the holdings of Shares registered in the Member's name.
(c) Subject to Article 2.8(a) ~~2.8(a)2.8(a)~~ and the Applicable Law, the Company must issue to each Member, free of charge and in accordance with the Applicable Law, one certificate in respect of each class of Shares registered in the Member's name.
(d) If a Share is jointly held:
(i) the Company is not required to issue more than one certificate for the Share; and
(ii) delivery of a certificate for the Share to any one of the joint holders of the Share is delivery to all the joint holders.
(e) Subject to Article 2.8(a) ~~2.8(a)2.8(a)~~ and the Corporations Act, the Company must issue a replacement certificate for a Share if:
(i) the Company receives and cancels the existing certificate; or
(ii) the Company is satisfied that the existing certificate is lost or destroyed, and the Member complies with all conditions set out in the Corporations Act and pays any fee as the Directors resolve.

3. Calls, Company Payments, Forfeiture and Liens

Schedule 2 applies and forms part of this Constitution.

4. Transfer of Shares

4.1 Electronic transfer systems

The Company may do any act, matter or thing permitted under the Applicable Law to facilitate involvement by the Company in any clearing and settlement facility provided under the Applicable Law for the transfer of securities.

4.2 Forms of transfer

(a) Subject to this Constitution, a Member may transfer one or more Shares the Member holds by:

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(i) a P ~~pr~~ oper AST ~~CASTC~~ T ~~tr~~ ansfer;
(ii) an instrument of transfer in compliance with this Constitution; or
(iii) any other method permitted by the Applicable Law.
(b) Excepted as permitted by the Listing Rules or ASX, a Member must not dispose of restricted securities during the escrow period for those securities.

4.3 Instrument of transfer

An instrument of transfer of a Share referred to in Article 4.2(a)(ii) ~~4.2(a)(ii)4.2(a)(ii)~~ must be:

(a) an instrument which is a proper instrument of transfer for the purposes of the Corporations Ac ~~tin writing;~~
(b) in any usual form or in any other form approved by the Directors that is otherwise permitted by law;
(c) subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee;
(d) stamped, if required by a law about stamp duty; and
(e) delivered to the Company, at the place where the Register is kept, together with the certificate (if any) of the Share to be transferred and any other evidence as the Directors require to prove:
(i) the title of the transferor to that Share;
(ii) the right of the transferor to transfer that Share; and
(iii) the proper execution of the instrument of transfer.

4.4 Transferor is holder until transfer registered

Subject to the ASX Settlement ~~ASTC~~ Operating Rules, a person transferring a Share remains the registered holder of that Share until a Proper ASTC Transfer has been effected or the transfer for that Share is registered and the name of the person to whom the Share is being transferred is entered in the Register as the holder of that Share.

4.5 Refusal to register transfers

(a) Subject to:

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(i) the Applicable Law;
(ii) Article 4.3 ~~4.34.3~~ and this Article 4.5 ~~4.54.5~~ ; and
(iii) paragraph 2.1(c) of Schedule 2,

the Company must not refuse or fail to register a transfer of Shares.

(b) The Company may refuse to register a transfer of Shares where the Applicable Law permits the Company to do so.
(c) The Company must refuse to register a transfer of Shares where the Applicable Law or a law about stamp duty requires the Company to do so.
(d) Except as permitted by the Listing Rules or ASX, the Company must refuse to acknowledge a disposal (including registering a transfer) of restricted securities during the escrow period for those securities.
(e) Schedule 5 applies and forms part of the Constitution.
(f) The Company may apply, or may ask ASX Settlement ~~ASTC~~ to apply, a holding lock (including to prevent a transfer, or to refuse to register a paper-based transfer document) where the Applicable Law permits the Company to do so.
(g) The Company must give notice in writing of any refusal to register a transfer of Shares, and the reasons for the refusal, to the person transferring those Shares and the person who lodged the transfer (if not the same person) ~~within 5 Business Days after the date on which the transfer was lodged with the Company~~ in accordance with the Applicable Law.
(h) The Company must give notice in writing of any holding lock, and the reasons for the holding lock, to the Member of those Shares within 5 Business Days after the date on which the Company asked for the holding lock.
(i) Failure by the Company to give notice under Article 4.5(g ~~)4.5(g)4.5(g)~~ or 4.5(h) ~~4.5(h)4.5(h)~~ does not invalidate the refusal to register the transfer or the holding lock.
(j) The powers of the Company under Articles 4.5(b) ~~4.5(b)4.5(b)4.5(b) a~~ nd 4.5(f) ~~4.5(f)4.5(f)~~ may only be exercised by the Directors.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

4.6 No registration fee

The Company must not charge a fee to register a transfer of a Share in compliance with this Constitution except as permitted by the Applicable Law.

4.7 Transmission of Shares

Schedule 3 applies and forms part of this Constitution.

5. Proceedings of Members

5.1 Who can call meetings of Members

(a) Subject to the Corporations Act, the Directors may call a meeting of Members at a time and place as the Directors resolve.
(b) Subject to the Corporations Act, a Director may call a meeting of Members at a time and place as that Director determines.
(c) The Directors must call and arrange to hold a general meeting of the Company on the request of Members made in accordance with the Corporations Act.
(d) The Members may call and arrange to hold a general meeting of the Company as provided by the Corporations Act.

5.2 Annual General Meeting

(a) The Company must hold an AGM if required by, and in accordance with, the Applicable Law.
(b) The business of an AGM may include any of the following, even if not referred to in the notice of meeting:
(i) the consideration of the annual financial report, ~~Ddi~~ rector's report and auditor's report for the Company;
(ii) the election of Directors;
(iii) the appointment of the auditor of the Company; and
(iv) the fixing of the remuneration of the auditor of the Company.

5.3 How to call meetings of Members

(a) The Company must give not less than Prescribed Notice of a meeting of Members.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(b) Notice of a meeting of Members must be given to ASX, each Member, each Director, each Alternate Director and any auditor of the Company.
(c) Holders of preference Shares have the same rights as holders of ordinary Shares to:
(i) receive notice of a meeting of Members; and
(ii) receive notices, reports and financial reports of the Company.
(d) Subject to Article 5.11(h) ~~5.11(h)5.11(h),~~ a notice of a meeting of Members must:
(i) set out the place, date and time for the meeting (and if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this);
(ii) state the general nature of the business of the meeting; and
(iii) set out or include any other information or documents specified by the Applicable Law.
(e) Subject to the Corporations Act, a notice of a meeting of Members may state the date and time (being not more than 48 hours before the meeting) at which persons will be taken for the purposes of the meeting to hold Shares.
(f) A person may waive notice of any meeting of Members by notice in writing to the Company to that effect.
(g) Subject to the Corporations Act, anything done (including the passing of a resolution) at a meeting of Members is not invalid because either or both a person does not receive notice of the meeting or the Company accidentally does not give notice of the meeting to a person.

5.4 Right to attend meetings

(a) Each Eligible Member and any auditor of the Company is entitled to attend any meetings of Members.
(b) Holders of preference Shares have the same rights as holders of ordinary Shares to attend a meeting of Members.
(c) Subject to this Constitution, each Director is entitled to attend and speak at all meetings of Members.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(d) The chairperson of a meeting of Members may refuse any person admission to, or require a person to leave and remain out of, the meeting if that person:
(i) in the opinion of the chairperson, is not complying with the reasonable directions of the chairperson;
(ii) has any audio or visual recording device;
(iii) has a placard or banner;
(iv) has an article the chairperson considers to be dangerous, offensive or liable to cause disruption;
(v) refuses to produce or to permit examination of any article, or the contents of any article, in the person’s possession;
(vi) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or
(vii) is not:
- (A) an Eligible Member;
- (B) a proxy, attorney or ~~Rre~~ presentative of an Eligible Member;
- (C) a Director; or
- (D) an auditor of the Company.

5.5 Meeting at more than one place

(a) A meeting of Members may be held in 2 or more places linked together by any technology that:
(i) gives the Eligible Members as a whole in those places a reasonable opportunity to participate in proceedings;
(ii) enables the chairperson to be aware of proceedings in each place; and
(iii) enables the Eligible Members in each place to vote on a show of hands and on a poll.
(b) If a meeting of Members is held in 2 or more places under Article 5.5(a) ~~5.5(a)5.5(a)~~ :
(i) an Eligible Member present at one of the places is taken to be present at the meeting; and

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(ii) the chairperson of that meeting may determine at which place the meeting is taken to have been held.

5.6 Quorum

(a) A quorum for a meeting of Members is 2 Eligible Members entitled to vote at that meeting.
(b) In determining whether a quorum for a meeting of Members is present:
(i) where more than one proxy, attorney or ~~Rre~~ presentative of an Eligible Member is present, only one of those persons is counted;
(ii) where a person is present as an Eligible Member and as a proxy, attorney or ~~Rre~~ presentative of another Eligible Member, that person is counted separately for each appointment provided that there is at least one other Eligible Member present; and
(iii) where a person is present as a proxy, attorney or ~~Rre~~ presentative for more than one Eligible Member, that person is counted separately for each appointment provided that there is at least one other Eligible Member present.
(c) A quorum for a meeting of Members must be present at the commencement of the meeting. If a quorum is present at the commencement of a meeting of Members, it is taken to be present throughout the meeting unless the chairperson otherwise determines.
(d) If a quorum is not present within 30 minutes after the time appointed for a meeting of Members:
(i) if the meeting was called under Article 5.1(c ~~)5.1(c)5.1(c)~~ or Article
- ~~5.1(d)5~~ .1(d) ~~5.1(d)5.1(d),~~ the meeting is dissolved; and
(ii) any other meeting is adjourned to the date, time and place as the Directors may by notice to the Members appoint, or failing any appointment, to the same day in the next week at the same time and place as the meeting adjourned.
(e) If a quorum is not present within 30 minutes after the time appointed for an adjourned meeting of Members, the meeting is dissolved.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

5.7 Chairperson

(a) The chairperson of Directors (if any) must (if present within 15 minutes after the time appointed for the holding of the meeting and willing to act) chair each meeting of Members.
(b) If there is no chairperson of Directors or the chairperson of Directors will be unable to attend a meeting of Members, the Directors may, by majority vote at any time prior to a meeting of Members, elect a person to chair a meeting of Members.
(c) If at a meeting of Members:
(i) there is no chairperson of Directors;
(ii) the chairperson of Directors is not present within 15 minutes after the time appointed for the holding of a meeting of Members; or
(iii) the chairperson of Directors is present within that time but is not willing to chair all or part of that meeting,

the Directors present may, by majority vote, elect a person present to chair all or part of the meeting of Members.

(d) Subject to Article ~~5.7(a)5~~ .7(a) ~~5.7(a)5.7(a)~~ or Article ~~5.7(c)~~ 5.7(c) ~~5.7(c)5.7(c),~~ if at a meeting of Members:
(i) a chairperson of that meeting has not been elected by the Directors under Article 5.7(b ~~)5.7(b)5.7(b)~~ or Article ~~5.7(c)5~~ .7(c ~~)5.7(c)5.7(c);~~ or
(ii) the chairperson elected by the Directors is not willing to chair all or part of a meeting of Members,

the Eligible Members present must elect another person present and willing to act to chair all or part of that meeting.

5.8 General conduct of meetings

(a) Subject to the Corporations Act, the chairperson of a meeting of Members is responsible for the general conduct of that meeting and for the procedures to be adopted at that meeting.
(b) The chairperson of a meeting of Members may:
(i) make rulings or adjourn a meeting of Members without putting the question (or any question) to the vote if that action is required to ensure the orderly conduct of the meeting;

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(ii) determine the procedures to be adopted for the casting or recording of votes;
(iii) determine any dispute concerning the admission, validity or rejection of a vote at a meeting of Members;
(iv) subject to the Corporations Act, terminate debate or discussion on any matter being considered at the meeting and require that matter be put to a vote;
(v) subject to the Corporations Act, refuse to allow debate or discussion on any matter which is not business referred to in the notice of that meeting or is not business referred to in Article ~~5.2(b)5~~ .2(b) ~~5.2(b)5.2(b);~~ or
(vi) subject to the Corporations Act, refuse to allow any amendment to be moved to a resolution set out in the notice of that meeting.
(c) The chairperson of a meeting of Members may delegate any power conferred by this Article to any person.
(d) The powers conferred on the chairperson of a meeting of Members under this Article 5. ~~85.85.8~~ do not limit the powers conferred by law.

5.9 Resolutions of Members

(a) Subject to the Corporations Act, and except where a resolution requires a special majority, a resolution at a meeting of Members is passed if the number of votes cast in favour of the resolution by Members entitled to vote on the resolution exceeds the number of votes cast against the resolution by Members entitled to vote on the resolution.
(b) Unless a poll is requested in accordance with Article 5.10 ~~5.105.10,~~ a resolution put to the vote at a meeting of Members must be decided on a show of hands.
(c) A declaration by the chairperson of a meeting of Members that a resolution on a show of hands is passed, passed by a particular majority, or not passed, and an entry to that effect in the minutes of the meeting, are sufficient evidence of that fact, unless proved incorrect.

5.10 Polls

(a) A poll may be demanded on any resolution at a meeting of Members.

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(b) A poll on a resolution at a meeting of Members may be demanded by:
(i) at least 5 Eligible Members present and entitled to vote on that resolution;
(ii) one or more Eligible Members present and who are together entitled to at least 5% of the votes that may be cast on that resolution on a poll; or
(iii) the chairperson of that meeting.
(c) A poll on a resolution at a meeting of Members may be demanded:
(i) before a vote on that resolution is taken; or
(ii) before or immediately after the results of the vote on that resolution on a show of hands are declared.
(d) A demand for a poll may be withdrawn.
(e) A poll demanded on a resolution at a meeting of Members other than for the election of a chairperson of that meeting or the adjournment of that meeting must be taken in the manner and at the time and place the chairperson directs.
(f) A poll demanded on a resolution at a meeting of Members for the election of a chairperson of that meeting or the adjournment of that meeting must be taken immediately.
(g) The result of a poll demanded on a resolution of a meeting of Members is a resolution of that meeting.
(h) A demand for a poll on a resolution of a meeting of Members does not prevent the continuance of that meeting or that meeting dealing with any other business.

5.11 Adjourned, cancelled and postponed meetings

(a) Subject to the Corporations Act, the chairperson:
(i) may adjourn a meeting of Members to any day, time and place; and
(ii) must adjourn a meeting of Members if the Eligible Members present with a majority of votes that may be cast at that meeting agree or direct the chairperson to do so. The chairperson may adjourn that meeting to any day, time and place.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(b) No person other than the chairperson of a meeting of Members may adjourn that meeting.
(c) The Company is only required to give notice of a meeting of Members resumed from an adjourned meeting if the period of adjournment exceeds 28 days.
(d) Only business left unfinished is to be transacted at a meeting of Members resumed after an adjournment.
(e) Subject to the Corporations Act and this Article 5.1 ~~15.115.11,~~ the Directors may at any time postpone or cancel a meeting of Members by giving notice not less than 5 Business Days before the time at which the meeting was to be held to ASX and each person who is, at the date of the notice:
(i) a Member;
(ii) a Director or Alternate Director; or
(iii) an auditor of the Company.
(f) A general meeting called under Article 5.1(c ~~)5.1(c)5.1(c)~~ must not be cancelled by the Directors without the consent of the Members who requested the meeting.
(g) A general meeting called under Article 5.1(d) ~~5.1(d)5.1(d)~~ must not be cancelled or postponed by the Directors without the consent of the Members who called the meeting.
(h) A notice under Article 5.11(c) ~~5.11(c)5.11(c)~~ of a meeting of Members resumed from an adjourned meeting and a notice postponing a meeting of Members must set out the place, date and time for the revised meeting (and if the revised meeting is to be held in 2 or more places, the technology that will be used to facilitate this).

5.12 Number of votes

(a) Subject to this Constitution and any rights or restrictions attached to a class of Shares, on a show of hands at a meeting of Members, every Eligible Member present has one vote.
(b) Subject to this Constitution and any rights or restrictions attached to a class of Shares, on a poll at a meeting of Members, every Eligible Member present has:
(i) one vote for each fully paid up Share (whether the issue price of the Share was paid up or credited or both) that the Eligible Member holds; and

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(ii) a fraction of one vote for each partly paid up Share that the Eligible Member holds. The fraction is equal to the proportion which the amount paid up on that Share (excluding amounts credited) is to the total amounts paid up and payable (excluding amounts credited) on that Share.
(c) Amounts paid in advance of a call on a Share are ignored when calculating the proportion under Article 5.12(b)(ii) ~~5.12(b)(ii)5.12(b)(ii).~~
(d) If the total number of votes to which an Eligible Member is entitled on a poll does not constitute a whole number, the Company must disregard the fractional part of that total.
(e) A holder of a preference Share has the right to vote in the following circumstances only:
(i) during a period during which a Dividend (or part of a Dividend) in respect of the Share is in arrears;
(ii) on a proposal to reduce the share capital of the Company;
(iii) on a resolution to approve the terms of a buy-back agreement;
(iv) on a proposal that affects rights attached to the Share;
(v) on a proposal to wind up the Company;
(vi) on a proposal for the disposal of the whole of the property, business and undertaking of the Company; ~~and~~
(vii) during the winding up of the Company ~~.;~~ and
(viii) in any other circumstances in which the Applicable Law requires holders of preference Shares to be entitled to vote.
(f) If a Share is held jointly and more than one Member votes in respect of that Share, only the vote of the Member whose name appears first in the Register counts.
(g) A person may vote in respect of a Share at a meeting of Members if:
(i) the person is entitled to be registered as the holder of that Share because of a Transmission Event; and

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(ii) the person satisfied the Directors of that entitlement not less than 48 hours before that meeting.
(h) A Member who holds restricted securities is not entitled to any voting rights in respect of those restricted securities during:
(i) a breach of the Listing Rules relating to those restricted securities; or
(ii) a breach of a restriction agreement.
(i) An Eligible Member present at a meeting of Members is not entitled to vote on any resolution in respect of any Shares on which any calls due and payable in respect of those Shares have not been paid.
(j) An Eligible Member present at a meeting of Members is not entitled to vote on a resolution at that meeting where that vote is prohibited by the Applicable Law, an order of a court of competent jurisdiction or ASX.
(k) The Company must disregard any vote on a resolution purported to be cast by a Member present at a meeting of Members where that person is not entitled to vote on that resolution.
(l) The authority of any proxy or attorney for an Eligible Member to speak or vote at a meeting of Members in respect of the Shares to which the authority relates is suspended while the Eligible Member is present in person at that meeting.
(m) If more than one proxy or attorney for an Eligible Member is present at a meeting of Members:
(i) none of them is entitled to vote on a show of hands; and
(ii) on a poll, the vote of each one is of no effect where the aggregate number or proportion of the Eligible Member's votes for which they have been appointed exceeds the total number or proportion of votes that could be cast by the Eligible Member.

5.13 Objections to qualification to vote

(a) An objection to the qualification of any person to vote at a meeting of Members may only be made:
(i) before that meeting, to the Directors; or

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(ii) at that meeting (or any resumed meeting if that meeting is adjourned), to the chairperson of that meeting.
(b) Any objection under Article 5.13(a) ~~5.13(a)5.13(a)~~ must be decided by the Directors or the chairperson of the meeting of Members (as the case may be), whose decision, made in good faith, is final and conclusive.

5.14 Direct Votes

(a) The Directors may, subject to this Constitution, prescribe regulations, rules and procedures in relation to the giving of Direct Votes (including specifying the form, method and timing of giving a Direct Vote at or for the purposes of a meeting of Members in order for the vote to be valid) and for revoking a Direct Vote. Without limitation, such regulations, rules and procedures may permit a Member to give a Direct Vote prior to the particular meeting of Members. The Directors must specify in the notice of meeting, or in any document accompanying the notice of meeting or otherwise made available to Members for the purpose of the meeting, the form, method and timing of giving a Direct Vote in order for the Direct Vote to be valid.
(b) If sent by post or fax, a Direct Vote must be signed by the Member or by a properly authorised attorney, or if the Member is a Company, either under seal or by a duly authorised officer or Representative.
(c) If sent or lodged electronically, a Direct Vote is taken to have been signed if it has been signed or authorised by the Member in the manner approved by the Directors or specified in the notice of meeting.

(d) At least 48 hours before the time for holding the particular meeting of Members, adjourned meeting or a poll at which a person proposes to cast a notice of their voting intention (or at any other time as the Directors may permit or as specified by the Corporations Act), the Company must receive at its registered office or at such other electronic address or by such other electronic means specified for that purpose in the notice of meeting:

(i) the Direct Vote; and (ii) if relevant, any power or authority under which the Direct Vote was signed or a certified copy of that power or authority if not already lodged with the Company.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(e) A Direct Vote is valid if it contains the Member’s name and address or any applicable identifying notations approved by the Directors or specified in the notice of meeting.
(f) a Direct Vote by a Member is not revoked by the Member attending the meeting of Members unless the Member instructs the Company (or at the Company’s instruction, the Company’s share registry) prior to the meeting that the Member wishes to vote in person on any or all of the resolutions to be put before the meeting, in which case the Direct Vote by the Member is revoked.
(g) A Direct Vote by a Member is automatically revoked if the Company receives a further valid Direct Vote from the Member.
(h) A Direct Vote by a Member is automatically revoked if, after the Direct Vote is received, the Company receives a valid proxy, attorney or Representative appointment in respect of that Member for the particular meeting.
(i) A Direct Vote by a Member revokes the authority of a previously provided proxy, power of attorney or Representative under Article 5.15, in respect of that Member for the particular meeting.
(j) A Direct Vote by a Member is valid even if prior to the vote being counted:
(i) the Member becomes of unsound mind or dies;
(ii) the Member wishes to change their vote; or
(iii) where the Direct Vote is given on behalf of the Member by an attorney, the appointment of the attorney or the authority under which the appointment was made is revoked,

if no notice in writing of the relevant event has been received by the Company at its registered office at least 48 hours (or any shorter period as the Directors may permit or specified in the Corporations Act) before the commencement of the meeting of Members or adjourned meeting to which the Direct Vote relates.

(k) If the chair of the meeting determines it is appropriate, a Direct Vote by a Member on a resolution is taken to be a Direct Vote on the resolution as amended.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

5.145 .15 Proxies, attorneys and Rre presentatives

(a) An Eligible Member, who is entitled to attend and cast a vote at a meeting of Members, may vote on a show of hands and on a poll:
(i) in person or, if the Member is a body corporate, by its ~~Rre~~ presentative appointed in accordance with the Corporations Act;
(ii) by proxy or, if the Member is entitled to cast two or more votes at the meeting, by not more than 2 proxies; or
(iii) by attorney or, if the Member is entitled to cast two or more votes at the meeting, by not more than 2 attorneys.
(b) A proxy, attorney or ~~Rre~~ presentative of a Member need not be a Member.
(c) A Member may appoint a proxy, attorney or ~~Rre~~ presentative for:
(i) all or any number of meetings of Members; or
(ii) a particular meeting of Members.
(d) An instrument appointing a proxy is valid if it is signed by the Member making the appointment and contains:
(i) the name and address of that Member;
(ii) the name of the Company;
(iii) the name of the proxy or the name of the office of the proxy; and
(iv) the meetings of Members at which the proxy may be used.
(e) The chairperson of a meeting of Members may determine that an instrument appointing a proxy is valid even if it contains only some of the information specified in Article 5.15(d) ~~5.15(d)5.14(d).~~
(f) An instrument appointing an attorney or ~~Rre~~ presentative must be in a form as the Directors may prescribe or the chairperson of a meeting of Members may accept.
(g) Subject to the Corporations Act, the decision of the chairperson of a meeting of Members as to the validity of an

~~TNG Constitution 1 July 2004 appproved by shareholders~~

instrument appointing a proxy, attorney or ~~Rre~~ presentative is final and conclusive.

(h) Unless otherwise provided in the Corporations Act or in the instrument appointing a proxy or attorney, a proxy or attorney may:
(i) agree to a meeting of Members being called by shorter notice than is required by the Corporations Act or this Constitution;
(ii) agree to a resolution being either or both proposed and passed at a meeting of Members of which notice of less than 28 days is given;
(iii) speak on any resolution at a meeting of Members on which the proxy or attorney may vote;
(iv) vote at a meeting of Members (but only to the extent allowed by the appointment);
(v) demand or join in demanding a poll on any resolution at a meeting of Members on which the proxy or attorney may vote; and
(vi) attend and vote at any meeting of Members which is rescheduled or adjourned.
(i) Unless otherwise provided in the Corporations Act or in the instrument appointing a proxy or attorney, a proxy or attorney may vote on:
(i) any amendment to a resolution on which the proxy or attorney may vote;
(ii) any motion not to put that resolution or any similar motion; and
(iii) any procedural motion relating to that resolution, including a motion to elect the chairperson of a meeting of Members, vacate the chair or adjourn that meeting,

even if the appointment directs the proxy or attorney how to vote on that resolution.

(j) The Company must only send a form of proxy to Eligible Members in respect of a meeting of Members which provides for the Eligible Member:
(i) to appoint proxies of the Eligible Member's choice, but may specify who is to be appointed as proxy if the Eligible Member does not choose; and

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(ii) to vote for or against each resolution, and may also provide for the Eligible Member to abstain from voting on each resolution or for the proxy to exercise a discretion to vote for or against each resolution.
(k) If the name of the proxy or the name of the office of the proxy in a proxy form of an Eligible Member is not filled in, the proxy of that Eligible Member is:
(i) the person specified by the Company in the form of proxy in the case the Eligible Member does not choose; or
(ii) if no person is so specified, the chairperson of that meeting.
(l) If the proxy form has not been duly signed or validated, the Company may return the appointment to the appointment Member and request that the Member sign or validate the proxy form and return it to the Company within a specified period (which may be later than the time specified in the relevant notice of meeting for receipt of proxy forms).
(m) If the proxy form is otherwise incomplete or unclear, the Company may, by written or oral communication, clarify with a Member any instruction on the proxy form and complete or amend the contents of any proxy form to reflect any clarification in instruction received from the Member (which completion or amendment may occur later than the time specified in the relevant notice of meeting for receipt of proxy forms). For this purpose, the Member appoints the Company as attorney.
(n) Nothing obliges the Directors or the Company to do anything referred to in Articles 5.15(l) or (m).
~~(l)(~~ o) An Eligible Member may specify the manner in which a proxy or attorney is to vote on a particular resolution at a meeting of Members.
~~(m)(~~ p) The appointment of a proxy or attorney by an Eligible Member may specify the proportion or number of the Eligible Member’s votes that the proxy or attorney may exercise.
~~(n)(~~ q) If an Eligible Member appoints 2 persons as proxy or attorney, and the appointment does not specify the proportion or number of the Eligible Member's votes those persons may exercise, those persons may exercise one half of the votes of the Eligible Member.

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~~(o)(~~ r) If the total number of votes to which a proxy or attorney is entitled to exercise does not constitute a whole number, the Company must disregard the fractional part of that total.
~~(p)(~~ s) An appointment of proxy or attorney for a meeting of Members is effective only if the Company receives the appointment (and any authority under which the appointment was signed or a certified copy of the authority) not less than:
(i) 48 hours before the time scheduled for commencement of that meeting; or
(ii) in the case of a meeting which has been adjourned, 48 hours before the time scheduled for resumption of the meeting.
~~(q)(~~ t) Unless the Company has received notice in writing of the matter not less than 48 hours before the time scheduled for the commencement of a meeting of Members, a vote cast at that meeting by a person appointed by an Eligible Member as a proxy, attorney or ~~Rre~~ presentative is, subject to this Constitution and the Applicable Law, valid even if, before the person votes:
(i) there is a Transmission Event in respect of that Eligible Member;
(ii) that Eligible Member revokes the appointment of that person;
(iii) that Eligible Member revokes the authority under which the person was appointed by a third party; or
(iv) that Eligible Member transfers the Shares in respect of which the appointment is made.

6. Directors

6.1 Number of Directors

(a) The Company must have not less than 3, and not more than 10, Directors.
(b) The Company in general meeting may by ordinary resolution alter the maximum or minimum number of Directors provided that the minimum is not less than 3.
(c) Subject to this Article 6.1 ~~6.16.1~~ , the Directors must determine the number of Directors provided that the Directors cannot reduce the number of Directors below the number in office at the time that determination takes effect.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(d) If the number of Directors is below the minimum fixed by this Constitution, the Directors must not act except in emergencies, for appointing one or more directors in order to make up a quorum for a meeting of Directors, or to call and arrange to hold a meeting of Members.

6.2 Appointment of Directors

(a) The first Directors are the persons specified as directors in the application for the registration of the Company under the Corporations Act.
(b) Subject to Article 6.1 ~~6.16.1,~~ the Directors may appoint any person as a Director.
(c) The Company in general meeting may by ordinary resolution appoint any person as a Director.
(d) A Director need not be a Member.
(e) The Company must hold an election of Directors each year.
(f) The Company must accept nominations for the election of a Director:
(i) in the case of a meeting of Members called under Article 5.1(c ~~)5.1(c)5.1(c),~~ 30 Business Days; or
(ii) otherwise, at least 4 ~~3~~ 5 Business Days but no more than 90 Business Days,
~~(iii)b~~ efore the date of the meeting of Members at which the Director may be elected.
(g) A nomination of a person for Director (other than a Director retiring in accordance with this Constitution) must be:
(i) in writing;
(ii) signed by a Member entitled to attend and vote at the meeting of Members at which the election is proposed;
(iii) accompanied by a notice in writing signed by the nominee consenting to the nomination; and
(iv) lodged with the Company at its registered office.

6.3 Retirement of Directors and vacation of office

(a) Articles 6.3(b) ~~6.3(b)6.3(b),~~ 6.3(c) ~~6.3(c)6.3(c),~~ 6.3(d) ~~6.3(d)6.3(d),~~ 6.3(i ~~)6.3(i)6.3(i)~~ and 6.3(j) ~~6.3(j)6.3(j)~~ do not apply to the managing director of the Company, or if more

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than one, the managing director of the Company determined by the Directors, or to any Director who must retire pursuant to Article 6.3(j) ~~6.3(j).~~

(b) A Director must retire from office no later than the longer of:
(i) the third annual general meeting of the Company; or
(ii) 3 years,
~~(iii)f~~ ollowing that Director's last election or appointment.
(c) If the Company has 3 or more Directors, one third of the total number of Directors (excluding any Director who must retire pursuant to Article 6.3(j ~~)6.3(j)~~ and the managing director of the Company, or if more than one, the managing director of the Company determined by the Directors) ~~,Directors (r~~ ounded down to the nearest whole number ~~,)~~ must retire at each AGM.
(d) If the Company has less than 3 Directors, one Director must retire at each AGM.
(e) The Directors to retire under Article ~~s~~ 6.3(c ~~)6.3(c)6.3(c) and~~ 6.3(d) ~~6.3(d)6.3(d)~~ are:
(i) those who have held their office as Director the longest period of time since their last election or appointment to that office; and
(ii) if two or more Directors have held office for the same period of time, those Directors determined by lot, unless those Directors agree otherwise.
(f) A Director who retires under Articles 6.3(b ~~)6.3(b)6.3(b),~~ 6.3(c) ~~6.3(c)6.3(c)~~ or 6.3(d) ~~6.3(d)6.3(d)~~ is eligible for reelection.
(g) A Director may resign from office by giving the Company notice in writing.
(h) Subject to the Corporations Act, the Company may by ordinary resolution passed at a general meeting remove any Director, and if thought fit, appoint another person in place of that Director.
(i) A Director appointed under Article 6.2(b) ~~6.2(b)6.2(b)~~ may retire at the next general meeting of the Company and is eligible for re-election at that meeting.
(j) Unless a Director appointed under Article 6.2(b) ~~6.2(b)6.2(b)~~ has retired under Article 6.3(i) ~~6.3(i)6.3(i)~~ , that Director must

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retire at the firs ~~tnext~~ AGM following the Director’s appointment, and is eligible for re-election at that meeting.

(k) A Director ceases to be a Director if:
(i) the Director becomes of unsound mind or a person whose property is liable to be dealt with under a law about mental health;
(ii) the Director fails to attend 3 consecutive meetings of the Directors without leave of absence or consent from the Directors ~~is absent without the consent of the Directors from all meetings of the Directors held during a period of 6 months;~~
(iii) the Director resigns or is removed under this Constitution;
(iv) the Director is an Executive Director (including a managing director) and ceases to be an employee of the Company or of a related body corporate of the Company;
(v) the Director becomes an insolvent under administration; or
(vi) the Corporations Act so provides.

6.4 Alternate Directors

(a) With the approval of a majority of the other Directors, a Director may appoint a person as an alternate director of that Director for any period.
(b)
An Alternate Director need not be a Member.
(c) The appointing Director may terminate the appointment of his or her Alternate Director at any time.
(d) A notice of appointment ~~,~~ or termination of appointment, of an Alternate Director is effective only if:
(i) the notice is in writing;
(ii) the notice is signed by the Director who appointed that Alternate Director; and
(iii) the Company is given a copy of the notice.
(e) If the Director who appointed an Alternate Director is not present at a meeting of Directors, that Alternate Director may, subject to this Constitution and the Applicable Law:

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(i) attend, count in the quorum of, speak at, and vote at that meeting in place of that appointing Director; and
(ii) exercise any other powers (except the power under Article 6.4(a) ~~6.4(a)6.4(a))~~ that the appointing Director may exercise.
(f) An Alternate Director cannot exercise any powers of his or her appointing Director if that appointing Director ceases to be a Director.
(g) A person does not cease to be a Director under Article 6.4(f ~~)6.4(f)6.4(f)~~ if that person retires as a Director at a meeting of Members and is re-elected as a Director at that meeting.
(h) Subject to Article 6.5(h ~~)6.5(h)6.5(g),~~ the Company is not required to pay any remuneration to an Alternate Director.
(i) An Alternate Director is an officer of the Company and not an agent of his or her appointing Director.

6.5 Remuneration of Directors

(a) ~~The Company may pay to the Directors a maximum total amount of director's fees of $200,000 or as otherwise determined by the Company in general meeting~~ The Directors may decide the remuneration from the Company to which -
each Non Executive Director is entitled for their services as a -
Director but the total amount provided to all Non Executive Directors for their services as Directors must not exceed in aggregate in any financial year the amount fixed by the Company in general meeting.
(b) Subject to the Applicable Law, when calculating a Non Executive Director’s remuneration for the purposes of Article 6.5 ~~6.5~~ (a) ~~(a),~~ any amount paid by the Company or related body corporate:
(i) includes an amount paid by the Company or related body corporate to a superannuation, retirement or -
pension fund for a Non Executive Director so that the Company is not liable to pay the superannuation guarantee charge or similar statutory charge;
(ii) excludes an amount paid by the Company or related body corporate for any insurance premium paid or -
agreed to be paid for a Non Executive Director under Article 7.3 ~~7.3;~~ and

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(iii) excludes any securities issued by the Company to the -
Non Executive Director by the Company (including under an employee incentive scheme) with the approval of Members.
~~(b)(~~ c) The remuneration of the Directors must not be calculated as a commission on, or percentage of, profits or operating revenue.
~~(c)(~~ d) The Directors may determine the manner in which all or part of the amount in Article 6.5(a) ~~6.5(a)6.5(a)~~ is divided between the Directors, or until so determined, the amount in Article 6.5(a) ~~6.5(a)6.5(a)~~ must be divided between the Directors equally.
~~(d)(~~ e) The remuneration of the Directors is taken to accrue from day to day.
~~(e)(~~ f) The remuneration of the Executive Directors:
(i) must, subject to the provisions of any contract between each of them and the Company, be fixed by the Directors; and
(ii) must not be calculated as a commission on, or percentage of, operating revenue.
~~(f)(~~ g) If a Director performs extra or special services, including being:
(i) a member on a committee of Directors; or
(ii) the chairperson of Directors or deputy chairperson of Directors,

the Company may, subject to the Corporations Act and this Article 6.5 ~~6.56.5,~~ pay additional remuneration or provide benefits to that Director as the Directors resolve.

~~(g)(~~ h) The Company must pay all reasonable travelling, accommodation and other expenses that a Director or Alternate Director properly incurs:
(i) in attending meetings of Directors or any meetings of committees of Directors;
(ii) in attending any meetings of Members; and
(iii) in connection with the business of the Company.
~~(h)(~~ i) Subject to the Applicable Law, any Director may participate in any fund, trust or scheme for the benefit of:

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(i) past or present employees or Directors of the Company or a related body corporate of the Company; or
(ii) the dependants of, or persons connected with, any person referred to in Article 6.5(i)(i) ~~6.5(i)(i)6.5(h)(i).~~
~~(i)(~~ j) Subject to the Applicable Law, the Company may give, or agree to give, a person a benefit in connection with that person's, or someone else's, retirement from a board or managerial office in the Company or a related body corporate of the Company.

6.6 Interests of Directors

(a) A Director may:
(i) hold an office or place of profit (except as auditor) in the Company, on any terms as the Directors resolve;
(ii) hold an office or otherwise be interested in any related body corporate of the Company or other body corporate in which the Company is interested; or
(iii) act, or the Director's firm may act, in any professional capacity for the Company (except as auditor) or any related body corporate of the Company or other body corporate in which the Company is interested,

and retain the benefits of doing so if the Director discloses in accordance with the Corporations Act the interest giving rise to those benefits.

(b) If a Director discloses the interest of the Director in accordance with the Corporations Act:
(i) the Director may contract or make an arrangement with the Company, or a related body corporate of the Company or a body corporate in which the Company is interested, in any matter in any capacity;
(ii) the Director may, subject to the Corporations Act, be counted in a quorum for a meeting of Directors considering the contract or arrangement;
(iii) the Director may, subject to the Applicable Law, vote on whether the Company enters into the contract or arrangement, and on any matter that relates to the contract or arrangement;
(iv) the Director may sign on behalf of the Company, or witness the affixing of the common seal of the

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Company to, any document in respect of the contract or arrangement;

(v) the Director may retain the benefits under the contract or arrangement; and
(vi) the Company cannot avoid the contract or arrangement merely because of the existence of the Director's interest.
(c) The Director must give to the Company:
(i) at its registered office; or
(ii) any other place the Company reasonably notifies the Director in writing,

the information which the Company is required by the Listing Rules to disclose to ASX in respect of:

(iii) Notifiable Interests of the Director; and
(iv) changes to the Notifiable Interests of the Director,

in the form which the Company is required to tell ASX under the Listing Rules.

(d) The information referred to in Article 6.6(c ~~)6.6(c)6.6(c)~~ must be given to the Company as soon as reasonably possible after each of the following dates but in any event no later than 3 Business Days after each of the following dates:
(i) when the Director is appointed as a director of the Company, the date of appointment;
(ii) when a change in a Notifiable Interest of the Director occurs, the date of the change; and
(iii) when the Director ceases to be a director of the Company, the date of cessation.
(e) Each Director authorises the Company to give the information provided by the Director under Article 6.6(c) ~~6.6(c)6.6(c)~~ to ASX on the Director's behalf and as the Director's agent.
(f) The Company may enforce after the date a person ceases to be a Director an obligation of that person under Article 6.6(c) ~~6.6(c)6.6(c)~~ in respect of events which occurred on or prior to the date that person ceased to be a Director.

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7. Officers

7.1 Managing Director

(a) The Directors may appoint one or more of themselves as a managing director, for any period and on any terms (including as to remuneration) as the Directors resolve.
(b) Subject to any agreement between the Company and a managing director, the Directors may remove or dismiss a managing director at any time, with or without cause.
(c) The Directors may delegate any of their powers (including the power to delegate) to a managing director.
(d) The Directors may revoke or vary:
(i) the appointment of a managing director; or
(ii) any power delegated to a managing director.
(e) A managing director must exercise the powers delegated to him or her in accordance with any directions of the Directors.
(f) The exercise of a delegated power by a managing director is as effective as if the Directors exercised the power.
(g) A person ceases to be a managing director if the person ceases to be a Director.

7.2 Secretary

(a) The first Secretary is the person specified in the application for registration of the Company as company secretary.
(b) The Directors may appoint one or more Secretaries, for any period and on any terms (including as to remuneration) as the Directors resolve.
(c) Subject to any agreement between the Company and a Secretary, the Directors may remove or dismiss a Secretary at any time, with or without cause.
(d) The Directors may revoke or vary the appointment of a Secretary.

7.3 Indemnity and insurance

(a) To the extent permitted by law, the Company must indemnify each Relevant Officer against:
(i) a Liability of that person; and

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(ii) Legal Costs of that person.
(b) To the extent permitted by law, the Company may make a payment (whether by way of advance, loan or otherwise) to a Relevant Officer in respect of Legal Costs of that person.
(c) To the extent permitted by law, the Company may pay, or agree to pay, a premium for a contract insuring a Relevant Officer against:
(i) a Liability of that person; and
(ii) Legal Costs of that person.
(d) To the extent permitted by law, the Company may enter into an agreement or deed with:
(i) a Relevant Officer; or
(ii) a person who is, or has been an officer of the Company or a subsidiary of the Company,

under which the Company must do all or any of the following:

(iii) keep books of the Company and allow either or both that person and that person's advisers access to those books on the terms agreed;
(iv) indemnify that person against any Liability of that person;
(v) make a payment (whether by way of advance, loan or otherwise) to that person in respect of Legal Costs of that person; and
(vi) keep that person insured in respect of any act or omission by that person while a Relevant Officer or an officer of the Company or a subsidiary of the Company, on the terms agreed (including as to payment of all or part of the premium for the contract of insurance).

8. Powers of the Company and Directors

8.1 General powers

(a) The Company may exercise in any manner permitted by the Corporations Act any power which a public company limited by shares may exercise under the Corporations Act.
(b) The business of the Company is managed by or under the direction of the Directors.

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(c) The Directors may exercise all the powers of the Company except any powers that the Corporations Act or this Constitution requires the Company to exercise in general meeting.

8.2 Execution of documents

(a) If the Company has a common seal, the Company may execute a document if that seal is fixed to the document and the fixing of that seal is witnessed by:
(i) 2 Directors;
(ii) a Director and a Secretary; or
(iii) a Director and another person appointed by the Directors for that purpose.
(b) The Company may execute a document without a common seal if the document is signed by:
(i) 2 Directors;
(ii) a Director and a Secretary; or
(iii) a Director and another person appointed by the Directors for that purpose.
(c) The Company may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with Article 8.2(a) ~~8.2(a)8.2(a)~~ or 8.2(b) ~~8.2(b)8.2(b).~~
(d) The Directors may resolve, generally or in a particular case, that any signature on certificates for securities of the Company may be affixed by mechanical or other means.
(e) Negotiable instruments may be signed, drawn, accepted, endorsed or otherwise executed by or on behalf of the Company in the manner and by the persons as the Directors resolve.

8.3 Committees and delegates

(a) The Directors may delegate any of their powers (including this power to delegate) to a committee of Directors, a Director, an employee of the Company or any other person.
(b) The Directors may revoke or vary any power delegated under Article 8.3(a) ~~8.3(a)8.3(a)~~ .

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(c) A committee or delegate must exercise the powers delegated in accordance with any directions of the Directors.
(d) The exercise of a delegated power by the committee or delegate is as effective as if the Directors exercised the power.
(e) Article 9 ~~99~~ applies with the necessary changes to meetings of a committee of Directors.

8.4 Attorney or agent

(a) The Directors may appoint any person to be attorney or agent of the Company for any purpose, for any period and on any terms (including as to remuneration) as the Directors resolve.
(b) The Directors may delegate any of their powers (including the power to delegate) to an attorney or agent.
(c) The Directors may revoke or vary:
(i) an appointment under Article 8.4(a) ~~8.4(a)8.4(a)~~ ; or
(ii) any power delegated to an attorney or agent.

9. Proceedings of Directors

9.1 Written resolutions of Directors

(a) The Directors may pass a resolution without a meeting of the Directors being held if all of the Directors entitled to vote on the resolution assent to a document containing a statement that they are in favour of the resolution set out in the document.
(b) Separate copies of the document referred to in Article 9.1(a) ~~9.1(a)9.1(a)~~ may be used for assenting to by Directors if the wording of the resolution and the statement is identical in each copy.
(c) A Director may signify assent to a document under this Article 9.1 ~~9.19.1~~ by signing the document or by notifying the Company of the assent of the Director:
(i) in a manner permitted by Article 11.3 ~~11.311.3~~ ; or
(ii) by any technology including telephone.
(d) Where a Director signifies assent to a document under Article 9.1(c ~~)9.1(c)9.1(c)~~ other than by signing the document, the Director must by way of confirmation sign the document before or at the next meeting of Directors attended by that Director.

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(e) The resolution the subject of a document under Article 9.1(a) ~~9.1(a)9.1(a)~~ is not invalid if a Director does not comply with Article 9.1(d ~~)9.1(d)9.1(d).~~

9.2 Meetings of Directors

(a) The Directors may meet, adjourn and otherwise regulate their meetings as they think fit.
(b) A meeting of Directors may be held using any technology.
(c) If a meeting of Directors is held in 2 or more places linked together by any technology:
(i) a Director present at one of the places is taken to be present at the meeting unless and until the Director states to the chairperson of the meeting that the Director is discontinuing her or her participation in the meeting; and
(ii) the chairperson of that meeting may determine at which place the meeting will be taken to have been held.

9.3 Who can call meetings of Directors

(a) A Director may call a meeting of Directors at any time.
(b) On request of any Director, a Secretary of the Company must call a meeting of the Directors.

9.4 How to call meetings of Directors

(a) Notice of a meeting of Directors must be given to each Director and Alternate Director.
(b) The Company must give not less than 12 hours notice of a meeting of Directors, unless all Directors agree otherwise.
(c) A Director or Alternate Director may waive notice of a meeting of Directors by notice in writing to the Company to that effect.

9.5 Quorum

(a) Subject to the Corporations Act, a quorum for a meeting of Directors is:
(i) if the Directors have fixed a number for the quorum, that number of Directors; and
(ii) in any other case, 2 Directors entitled to vote on a resolution that may be proposed at that meeting.

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(b) In determining whether a quorum for a meeting of Directors is present:
(i) where a Director has appointed an Alternate Director, that Alternate Director is counted if the appointing Director is not present;
(ii) where a person is present as Director and an Alternate Director for another Director, that person is counted separately provided that there is at least one other Director or Alternate Director present; and
(iii) where a person is present as an Alternate Director for more than one Director, that person is counted separately for each appointment provided that there is at least one other Director or Alternate Director present.
(c) A quorum for a meeting of Directors must be present at all times during the meeting.
(d) If there are not enough persons to form a quorum for a meeting of Directors, one or more of the Directors (including those who have an interest in a matter being considered at that meeting) may call a general meeting of the Company and the general meeting may pass a resolution to deal with the matter.

9.6 Chairperson

(a) The Directors may elect a Director as chairperson of Directors or deputy chairperson of Directors for any period they resolve, or if no period is specified, until that person ceases to be a Director.
(b) The Directors may remove the chairperson of Directors or deputy chairperson of Directors at any time.
(c) The chairperson of Directors must (if present within 15 minutes after the time appointed for the holding of the meeting and willing to act) chair each meeting of Directors.
(d) If:
(i) there is no chairperson of Directors; or
(ii) the chairperson of Directors is not present within 15 minutes after the time appointed for the holding of a meeting of Directors; or

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(iii) the chairperson of Directors is present within that time but is not willing to chair all or part of that meeting,

then if the Directors have elected a deputy chairperson of Directors, the deputy chairperson of Directors must (if present within 15 minutes after the time appointed for the holding of the meeting and willing to act) chair all or part of the meeting of Directors.

(e) Subject to Articles 9.6(c ~~)9.6(c)9.6(c)~~ and 9.6(d) ~~9.6(d)9.6(d),~~ if:
(i) there is no deputy chairperson of Directors; or
(ii) the deputy chairperson of Directors is not present within 15 minutes after the time appointed for the holding of a meeting of Directors; or
(iii) the deputy chairperson of Directors is present within that time but is not willing to chair all or part of that meeting,
(iv) the Directors present must elect one of themselves to chair all or part of the meeting of Directors.
(f) A person does not cease to be a chairperson of Directors or deputy chairperson of Directors if that person retires as a Director at a meeting of Members and is re-elected as a Director at that meeting.

9.7 Resolutions of Directors

(a) A resolution of Directors is passed if more votes are cast in favour of the resolution than against it.
(b) Subject to Article 6.6 ~~6.66.6~~ and this Article 9.7 ~~9.79.7,~~ each Director has one vote on a matter arising at a meeting of the Directors.
(c) In determining the number of votes a Director has on a matter arising at a meeting of Directors:
(i) where a person is present as Director and an Alternate Director for another Director, that person has one vote as a Director and, subject to Article 6.4(e) ~~6.4(e)6.4(e),~~ one vote as an Alternate Director; and
(ii) where a person is present as an Alternate Director for more than one Director, that person has, subject to Article 6.4(e) ~~6.4(e)6.4(e),~~ one vote for each appointment.

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(d) Subject to the Applicable Law, in case of an equality of votes on a resolution at a meeting of Directors, the chairperson of that meeting has a casting vote on that resolution in addition to any vote the chairperson has in his or her capacity as a Director in respect of that resolution.

10. Dividends and Profits

10.1 Who may determine Determination of D di vidends

(a) Subject to the Applicable Law, the Directors may from time to time:
~~(a)(~~ i) ~~Subject to any rights or restrictions attached to a class of Shares, the Company may pay Dividends as the Directors resolve but only out of profits of the Companyd~~ eclare or determine that a Dividend is payable to Members entitled to the Dividend ~~.;~~ or

(ii) fix the amount, the time for payment and the method of payment of any Dividend.

~~(b)Subject to the Applicable Law, the Directors may determine that a Dividend is payable on Shares and fix:~~
~~(i)the amount of the Dividend;~~
~~(ii)whether the Dividend is franked, the franking percentage and the franking class;~~
~~(iii)the time for determining entitlements to the Dividend;~~
~~(iv)the time for the payment of the Dividend; and~~
~~(v)the method of payment of the Dividend.~~
~~(c)(~~ b) The method of payment of a Dividend may include any or all of the payment of cash, the issue of Shares, the grant of Company options or other Company securities, the transfer of shares or any other securities in any other body corporate or units in any unit trust or the transfer of any other assets.
~~(d)(~~ c) If the method of payment of a Dividend includes an issue or transfer of shares in a body corporate or units in a unit trust, each Member:
(i) agrees to become a Member of that body corporate or unit trust; and
(ii) in the case of transfer, appoints the Company and each Director as its agent to execute an instrument of

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transfer or other document required to transfer those shares or units in the unit trusts to that Member.

~~(e)(~~ d) Subject to the Applicable Law, a Dividend in respect of a Share must be paid to the person whose name is entered in the Register as the holder of that Share:
(i) where the Directors have fixed a time under Article 10.1 ~~10.1(~~ a)(ii ~~)(a)(ii)~~ 1.1(a)(i) ~~1.1(a)(i)10.1(b)(iii)~~ , at that time; or
(ii) in any other case, on the date the Dividend is paid.
~~(f)(~~ e) A Member who holds restricted securities is not entitled to any Dividends in respect of those restricted securities during:
(i) a breach of the Listing Rules relating to those restricted securities; or
(ii) a breach of a restriction agreement.

10.2 Resolution of distribution difficulties

(a) If a difficulty ar ~~ri~~ ses in regard to a distribution under Article 10.1(b) ~~10.1(b)10.1(c)~~ , the Directors may:
(i) set ~~tll~~ e the matter as they consider expedient;
(ii) fix the value for distribution of the specific assets or any part of those assets;
(iii) determine that cash payments will be made to, or at the direction or, any Members on the basis of the value so fixed in order to adjust the rights of all parties; and
(iv) vest any such specific assets in trustees as the Directors consider expedient.
(b) If a distribution of specific assets to, or at the direction of, a particular Member or Members is illegal or, in the Directors' opinion, impracticable the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the dividend instead of the distribution of specific assets.

10.3 Dividends for different classes

The Directors may determine that Dividends be paid:

(a) on Shares of one class but not another class; and
(b) at different rates for different classes of Shares.

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10.4 Dividends proportional to paid up capital

(a) Subject to any rights or restrictions attached to a class of Shares, the person entitled to a Dividend on a Share is entitled to:
(i) if the Share is fully paid (whether the issue price of the Share was paid or credited or both), the entire Dividend; or
(ii) if the Share is partly paid, a proportion of that Dividend equal to the proportion which the amount paid (excluding amounts credited) on that Share is of the total amounts paid or payable (excluding amounts credited) on that Share.
(b) Amounts paid in advance of a call on a Share are ignored when calculating the proportion under Article 10.4(a)(ii) ~~10.4(a)(ii)10.4(a)(ii).~~

10.5 Effect of a transfer on Dividends

If a transfer of a Share is registered after the time determined for entitlements to a Dividend on that Share but before the Dividend is paid, the person transferring that Share is, subject to the ASX Settlement ~~ASTC~~ Operating Rules, entitled to that Dividend.

10.6 No interest on Dividends

The Company is not required to pay any interest on a Dividend.

10.7 Unpaid amounts

The Company may retain the whole or part of any Dividend on which the Company has a lien and apply that amount in total or part satisfaction of any amount secured by that lien.

10.8 Capitalisation of profits

(a) The Directors may capitalise any profits of the Company and distribute that capital to the Members, in the same proportions as the Members are entitled to a distribution by Dividend.
(b) The Directors may fix the time for determining entitlements to a capitalisation of profits.
(c) The Directors may decide to apply capital under Article 10.8(a) ~~10.8(a)10.8(a)~~ in either or both of the following ways:
(i) in paying up an amount unpaid on Shares already issued; and

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(ii) in paying up in full any unissued Shares or other securities in the Company.
(d) The Members must accept an application of capital under Article 10.8(c) ~~10.8(c)10.8(c)~~ in full satisfaction of their interests in that capital.

10.9 Distributions of assets

The Directors may settle any problem concerning a distribution under Article 10 ~~1010~~ in any way. This may include:

(a) rounding amounts up or down to the nearest whole number;
(b) ignoring fractions;
(c) valuing assets for distribution;
(d) paying cash to any Member on the basis of that valuation; and
(e) vesting assets in a trustee on trust for the Members entitled.

10.10 Dividend plans

(a) The Directors may establish a dividend selection plan or bonus share plan on any terms, under which participants may elect in respect of all or part of their Shares:
(i) to receive a Dividend from the Company paid in whole or in part out of a particular fund or reserve or out of profits derived from a particular source; or
(ii) to forego a Dividend from the Company and receive some other form of distribution or entitlement (including securities) from the Company or another body corporate or a trust.
(b) The Directors may establish a dividend reinvestment plan on any terms, under which participants may elect in respect of all or part of their Shares to apply the whole or any part of a Dividend from the Company in subscribing for securities of the Company or a related body corporate of the Company.
(c) Subject to the Listing Rules, the Directors may implement, amend, suspend or terminate a plan established under this Article 10.1 ~~010.1010.10.~~

11. Notices and Payments

11.1 Notice to Members

(a) The Company may give Notice to a Member:

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(i) in person;
(ii) by sending it by post to the address of the Member in the Register or the alternative address (if any) nominated by that Member; or
(iii) by sending it to the fax number or electronic address (if any) nominated by that Member.
(b) If the address of a Member in the Register is not within Australia, the Company must send all documents to that Member by air-mail, air courier or by fax.
(c) The Company must give any Notice to Members who are joint holders of a Share to the person named first in the Register in respect of that Share, and that notice is notice to all holders of that Share.
(d) The Company may give Notice to a person entitled to a Share because of a Transmission Event in any manner specified in Article 11.1(a) ~~11.1(a)11.1(a).~~
(e) Notice to a person entitled to a Share because of a Transmission Event is taken to be notice to the Member of that Share.
(f) Subject to the Corporations Act, a Notice to a Member is sufficient, even if:
(i) a Transmission Event occurs in respect of that Member (whether or not a joint holder of a Share); or
(ii) that Member is an externally administered body corporate,

and regardless of whether or not the Company has notice of that event.

(g) A person entitled to a Share because of a transfer, Transmission Event or otherwise, is bound by every Notice given in respect of that Share.
(h) Any Notice required or allowed to be given by the Company to one or more Members by advertisement is, unless otherwise stipulated, sufficiently advertised if advertised once in a daily newspaper circulating in the states and territories of Australia.

11.2 Notice to Directors

The Company may give Notice to a Director or Alternate Director:

(a) in person;

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(b) by sending it by post to the usual residential address of that person or the alternative address (if any) nominated by that person;
(c) by sending it to the fax number or electronic address (if any) nominated by that person; or
(d) by any other means agreed between the Company and that person.

11.3 Notice to the Company

A person may give Notice to the Company:

(a) by leaving it at the registered office of the Company during a time when the registered office is open;
(b) by sending it by post to the registered office of the Company;
(c) by sending it to a fax number at the registered office of the Company nominated by the Company for that purpose;
(d) by sending it to the electronic address (if any) nominated by the Company for that purpose; or
(e) by any other means permitted by the Corporations Act.

11.4 Time of service

(a) A notice sent by post to an address within Australia is taken to be given:
(i) in the case of a notice of meeting, two days after it is posted; or
(ii) in any other case, at the time at which the notice would be delivered in the ordinary course of post.
(b) A notice sent by post or air-mail to an address outside Australia is taken to be given:
(i) in the case of a notice of meeting, two days after it is posted; or
(ii) in any other case, at the time at which the notice would be delivered in the ordinary course of post.
(c) A notice sent by air courier to a place outside Australia is taken to be given one day after delivery to the air courier.

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(d) A notice sent by fax is taken to be given on the day it is sent, provided that the sender's transmission report shows that the whole notice was sent to the correct fax number.
(e) A notice sent to an electronic address is taken to be given on the date it is sent unless a delivery failure message is received by the Company.
(f) The giving of a notice by post, air-mail or air courier is sufficiently proved by evidence that the notice:
(i) was addressed to the correct address of the recipient; and
(ii) was placed in the post or delivered to the air courier.
(g) A certificate by a Director or Secretary of a matter referred to in Article 11.4(f) ~~11.4(f)11.4(f)~~ is sufficient evidence of the matter, unless it is proved to the contrary.

11.5 Signatures

The Directors may decide, generally or in a particular case, that a notice given by the Company be signed by mechanical or other means.

11.6 Payments

(a) The Company may pay a person entitled to an amount payable in respect of a Share (including a Dividend) by:
(i) ~~crediting b~~ y electronic means directly into an account nominated in writing by that person;
(ii) cheque made payable to bearer, to the person entitled to the amount or any other person the person entitled directs in writing; or
(iii) any other manner as the Directors resolve.
(b) The Company may post a cheque referred to in Article 11.6(a)(ii) ~~11.6(a)(ii)11.6(a)(ii)~~ to:
(i) the address in the Register of the Member of the Share;
(ii) if that Share is jointly held, the address in the Register of the Member named first in the Register in respect of the Share; or
(iii) any other address which that person directs in writing.

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(c) Any joint holder of a Share may give effective receipt for an amount (including a Dividend) paid in respect of the Share.
(d) If a payment is made by electronic transfer into an account nominated by a person, but no such account is nominated by the person or an electronic transfer into a nominated account is rejected or refunded, the Company may credit the amount payable to an account of the Company to be held until the person nominates a valid account.
(e) If a payment is made by cheque sent to a person’s address in the Register, but a person does not an address in the Register or the Company believes that the address in the Register is not correct, the Company may credit the amount payable to an account of the Company to be held until the person claims the amount payable or provides a registered address.
(f) Subject to Applicable Law, all Dividends unclaimed may be invested or otherwise used by the Directors for the benefit of the Company until claimed or otherwise disposed of according to law. The Company will not be a trustee for the money and no interest will accrue on the money.

12. Winding Up

12.1 Distributions proportional to paid up capital

Subject to any rights or restrictions attached to a class of Shares, on a winding up of the Company, any surplus must be divided among the Members in the proportions which the amount paid (including amounts credited) on the Shares of a Member is of the total amounts paid and payable (including amounts credited) on the Shares of all Members.

12.2 Distributions of assets

(a) Subject to any rights or restrictions attached to a class of Shares, on a winding up of the Company, the liquidator may, with the sanction of a special resolution of the Members:
(i) distribute among the Members the whole or any part of the property of the Company; and
(ii) decide how to distribute the property as between the Members or different classes of Members.
(b) The liquidator of the Company may settle any problem concerning a distribution under Article 12 ~~1212~~ in any way. This may include:

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(i) rounding amounts up or down to the nearest whole number;
(ii) ignoring fractions;
(iii) valuing assets for distribution;
(iv) paying cash to any Member on the basis of that valuation; and
(v) vesting assets in a trustee on trust for the Members entitled.
(c) A Member need not accept any property, including shares or other securities, carrying a liability.

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Schedule 1 – Definitions and Interpretation

1. Definitions

In this Constitution:

“AGM” means an annual general meeting of the Company that the Corporations Act requires to be held.

"Alternate Director" means a person for the time being holding office as an alternate director of the Company under Article 6.4 ~~6.46.4.~~

"Applicable Law" means the Corporations Act, the Listing Rules, ~~and~~ the ASX Settlement ~~ASTC~~ Operating Rules and any other law applicable from time to time.

~~"ASTC Operating Rules" means the operating rules of ASTC in its capacity as a CS facility licensee, except to the extent of any relief given by ASTC in their application to the Company.~~

"ASX" means ~~Australian Stock ExchangeA~~ SX Limited AB ~~C~~ N 98 008 624 691, and where the context requires, the securities exchange operated by it.

“ASX Settlement Operating Rules” means the operating rules of ASX Settlement Pty Limited ABN 49 008 504 532 and, to the extent that they are applicable, the operating rules of each of ASX and ASX Clear Pty Limited ABN 48 001 314 503.

"Business Day" :

(a) if the Company is admitted to the ~~Oof~~ ficial ~~Ll~~ ist of ASX at the time, has the meaning given in the Listing Rules; or
(b) otherwise, means a day except a Saturday, Sunday or public holiday in Western Australia.

"Company" means the company named ~~Tennant Creek Gold~~ TNG Limited ABN 12 000 817 023, or whatever its name may be from time to time.

“Constitution” means this constitution as amended from time to time.

"Corporations Act" means the Corporations Act 2001 (Commonwealth), except to the extent of any exemption, modification, declaration or order made in respect of that legislation which applies to the Company.

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“Direct Vote” means a notice of a Member’s voting intention delivered to the Company by post, fax, electronic or other means approved by the Directors and otherwise in accordance with the Constitution and regulations, rules and procedures made by the Directors in accordance with Article 5.14(a) ~~5.14(a).~~

"Directors" means the directors of the Company for the time being, and where appropriate includes an Alternate Director.

"Dividend" includes an interim dividend and a final dividend.

"Eligible Member" means, in respect of a meeting of Members:

(a) if a date and time is specified under Article 5.3(e) ~~5.3(e)5.3(e)~~ in the notice of that meeting, a person who is a Member at that time; or
(b) otherwise, a person who is a Member at the time appointed for the holding of that meeting.

"Executive Director" means a Director who is an employee (whether full-time or part-time) of the Company or of any related body corporate of the Company.

"Legal Costs" of a person means legal costs incurred by that person in defending an action for a Liability of that person.

"Liability" of a person means any liability incurred by that person as an officer of the Company or a subsidiary of the Company.

"Listing Rules" means the listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except and to the extent of any express written waiver by ASX.

"Member" means a person whose name is entered in the Register as the holder of a Share.

"Non-Executive Directors" means all Directors other than Executive Directors.

"Notice" means a notice given pursuant to, or for the purposes of, this Constitution or the Applicable Law.

"Notifiable Interest" has the meaning given by paragraph (a) of the definition of "notifiable interest of a director" in the Listing Rules.

“Official List” means the official list of entities that ASX has admitted and has not removed.

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"Personal Representative" means the legal personal representative, executor or administrator of the estate of a deceased person.

"Prescribed Notice" means 28 days or any shorter period of notice for a meeting of ~~Mm~~ embers of the Company allowed under the Corporations Act.

“Proper ASTC Transfer” has the meaning given to that term in the Corporations Regulations 2001 (Commonwealth).

"Register" means the register of Members kept under the Applicable Law and, where appropriate, includes any sub-register and branch register.

"Relevant Officer" means a person who is, or has been, a ~~dDi~~ rector, executive officer or ~~sSe~~ cretary of the Company or of a related body corporate of the Company.

“Representative” in relation to a member that is a body corporate, means a person authorised in accordance with the Corporations Act by the body corporate to act as its representative at the meeting.

" Secretary" means a company secretary of the Company for the time being.

"Share" means a share in the capital of the Company.

"Transmission Event" means:

(a) if a Member is an individual:
- (i) death or bankruptcy of that Member; or
- (ii) that Member becoming of unsound mind or becoming a person whose property is liable to be dealt with under a law about mental health;
(b) if a Member is a body corporate, the deregistration of that Member under the laws of the jurisdiction of its registration; or
(c) in any case, the vesting in, or transfer to, a person of the Shares of a Member without that person becoming a Member.

2. Interpretation

(a) In this Constitution:
- (i) a reference to a partly paid Share is a reference to a Share on which there is an amount unpaid;

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(ii) a reference to a call or an amount called in respect of a Share includes an amount that, by the terms of issue of a Share or otherwise, is payable at one or more fixed times;
(iii) a reference to a Share which is jointly held is a reference to a Share for which there is more than one Member;
(iv) a reference to a meeting of Members includes a meeting of any class of Members;
(v) a Member is taken to be present at a meeting of Members if the Member is present in person or by proxy, attorney or R ~~re~~ presentative; and
(vi) a reference to a notice or document in writing includes a notice or document given by fax or another form of written communication.
(b) In this Constitution, headings are for convenience only and do not affect interpretation, and unless the context indicates a contrary intention:
(i) words importing the singular include the plural (and vice versa);
(ii) words indicating a gender include every other gender;
(iii) the word "person" includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
(iv) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and
(v) the word "includes" in any form is not a word of limitation.
(c) Unless the context indicates a contrary intention, in this Constitution:
(i) a reference to an Article or a Schedule is to an article or a schedule of this Constitution;
(ii) a reference in a Schedule to a paragraph is to a paragraph of that Schedule;
(iii) a Schedule is part of this Constitution; and

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(iv) a reference to this Constitution is to this Constitution (and where applicable any of its provisions) as modified or repealed from time to time.
(d) Unless the context indicates a contrary intention, in this Constitution:
(i) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it; and
(ii) a reference to the Listing Rules or the ASX Settlement ~~ASTC~~ Operating Rules includes any amendment or replacement of those rules from time to time.
(e) Unless the context indicates a contrary intention:
(i) an expression in a provision of this Constitution which deals with a matter dealt with by a provision of the Applicable Law has the same meaning as in that provision of the Applicable Law; and
(ii) an expression in a provision of this Constitution that is defined in section 9 of the Corporations Act has the same meaning as in that section.
(f) In this Constitution, a reference to the Listing Rules, the ASX Settlement ~~ASTC~~ Operating Rules or ASX has effect only if at that time the Company is included in the ~~Oof~~ ficial ~~Lli~~ st of ASX.

3. Exercise of Powers

Where this Constitution confers a power or imposes a duty, then, unless the contrary intention appears, the power may be exercised and the duty must be performed from time to time as the occasion requires.

4. Severing Invalid Provisions

If at any time any provision of this Constitution is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that does not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Constitution; or

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(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Constitution.

5. Provisions Required by ASX L isting Rule 15.11.1

If the Company is admitted to the Official List of ASX, the following clauses apply:

(a) notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done;
(b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is deemed to contain that provision;
(e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision; and
(f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

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Schedule 2 – Calls, Company Payments, Forfeiture and LeinsL iens

1. Exercise of powers

The powers of the Company under this Schedule 2 may only be exercised by the Directors.

2. Calls

2.1 Making a call

(a) Subject to the Applicable Law and the terms of issue of a Share, the Company may at any time make calls on the Members of a Share for all or any part of the amount unpaid on the Share as the Directors resolve.
(b) The Company may make calls payable for one or more Members for different amounts and at different times.
(c) Subject to the Listing Rules and the terms of issue of a Share, a call may be made payable by instalments.
(d) Subject to the Listing Rules, the Company may revoke or postpone a call or extend the time for payment of a call.
(e) A call is made when the Directors resolve to make the call.

2.2 Notice of a call

(a) The Company must give Members at least 10 Business Days notice of a call.
(b) A notice of a call must be in writing and specify the amount of the call, the due date for payment, the manner in which payment of the call must be made, the consequences of nonpayment of the call and any other information required by the Listing Rules.
(c) A call is not invalid if either or both a Member does not receive notice of the call or the Company accidentally does not give notice of the call to a Member.

2.3 Payment of a call

(a) A Member must pay to the Company the amount of each call made on the Member on the date and in the manner specified in the notice of the call.
(b) If an amount unpaid on a Share is payable, by the terms of issue of the Share or otherwise, in one or more fixed amounts

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on one or more fixed dates, the Member of that Share must pay to the Company those amounts on those dates.

(c) A Member must pay to the Company:
(i) interest at the rate specified in paragraph 7(a) ~~7(a)7(a)~~ on any amount referred to in paragraphs 2.3(a) ~~2.3(a)2.3(a)~~ or 2.3(b ~~)2.3(b)2.3(b)~~ which is not paid on or before the time appointed for its payment, from the time appointed for payment to the time of the actual payment; and
(ii) expenses incurred by the Company because of the failure to pay or late payment of that amount.
(d) The Company may waive payment of all or any part of an amount payable under paragraph 2.3(c) ~~2.3(c)2.3(c)~~ .
(e) The joint holders of a Share are jointly and severally liable for the payment of all calls due in respect of that Share.

2.4 Recovery of a call

(a) The Company may recover an amount due and payable under this paragraph 2 from a Member by:
(i) commencing legal action against the Member for all or part of the amount due;
(ii) enforcing a lien on the Share in respect of which the call was made; or
(iii) forfeiting the Share in respect of which the call was made.
(b) The debt due in respect of an amount payable under this paragraph 2 in respect of a Share is sufficiently proved by evidence that:
(i) the name of the Member sued is entered in the Register as one or more of the holders of that Share; and
(ii) there is a record in the minute books of the Company of:
- (A) in the case of an amount referred to in paragraph 2.3(b) ~~2.3(b)2.3(b),~~ that amount; or
- (B) in any other case, the resolution making the call.

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2.5 Payment in advance of a call

(a) The Company may:
(i) accept from any Member all or any part of the amount unpaid on a Share held by the Member before that amount is called for;
(ii) pay interest at any rate the Directors resolve, on the amount paid before it is called, from the date of payment until and including the date the amount becomes actually payable; and
(iii) repay the amount paid to that Member.
(b) An amount paid pursuant to paragraph 2.5(a)(i) ~~2.5(a)(i)2.5(a)(i)~~ does not confer a right to participate in:
(i) a Dividend determined to be paid from the profits of the Company; or
(ii) any surplus of the Company in a winding up of the Company,

for the period before the date when the amount paid would have otherwise become payable.

3. Company Payments on Behalf of a Member

3.1 Rights of the Company

(a) A Member or, if the Member is deceased, the Member's Personal Representative, must indemnify the Company against any liability which the Company has under any law to make a payment (including payment of a tax) in respect of:
(i) a Share held by that Member (whether solely or jointly);
(ii) a transfer or transmission of Shares by that Member;
(iii) a Dividend or other money which is, or may become, due or payable to that Member; or
(iv) that Member.
(b) A Member or, if the Member is deceased, the Member's Personal Representative, must pay to the Company immediately on demand:

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(i) the amount required to reimburse the Company for a payment referred to in paragraph 3.1(a) ~~3.1(a)3.1(a);~~ and
(ii) pay to the Company interest at the rate specified in paragraph 7(a) ~~7(a)7(a)~~ on any amount referred to in paragraph 3.1(a) ~~3.1(a)3.1(a)~~ paid by the Company, from the date of payment by the Company until and including the date the Company is reimbursed in full for that payment.
(c) Subject to the Applicable Law, the Company may refuse to register a transfer of any Shares by a Member referred to in paragraph 3.1(a) ~~3.1(a)3.1(a),~~ or that Member's Personal Representative, until all money payable to the Company under this paragraph 3.1 ~~3.13.1~~ has been paid.
(d) The powers and rights of the Company under this paragraph 3.1 ~~3.13.1~~ are in addition to any right or remedy that the Company may have under the law which requires the Company to make a payment referred to in paragraph 3.1(a) ~~3.1(a)3.1(a).~~

3.2 Recovery of Company payments

(a) Subject to the Listing Rules, the Company may recover an amount due and payable under paragraph 3.1 ~~3.13.1~~ from the Member or the Member's Personal Representative by any or all of:
(i) deducting all or part of that amount from any other amount payable by the Company to that person in respect of the Shares of that person;
(ii) commencing legal action against that person for all or part of that amount; or
(iii) enforcing a lien on one or more of the Shares of that person.
(b) The Company may waive any or all its rights under paragraph 3 ~~33.~~

4. Forfeiture

4.1 Forfeiture procedure

Subject to the Applicable Law, the Company may forfeit a Share of a Member by a resolution of the Directors if:

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(a) that Member does not pay a call or instalment on that Share on or before the date for its payment;
(b) the Company gives that Member notice in writing:
(i) requiring the Member to pay that call or instalment, any interest on it and all expenses incurred by the Company by reason of the non-payment; and
(ii) stating that the Share is liable to be forfeited if that Member does not pay to the Company, at the place specified in the notice, the amount specified in the notice, within 10 Business Days (or any longer period specified) after the date of the notice; and
(c) that Member does not pay that amount in accordance with that notice.

4.2 Notice of forfeiture

(a) When any Share has been forfeited, the Company must:
(i) give notice in writing of the forfeiture to the Member registered as its holder before the forfeiture; and
(ii) record the forfeiture with the date of forfeiture in the Register.
(b) Failure by the Company to comply with any requirement in paragraph 4.2(a) ~~4.2(a)4.2(a)~~ does not invalidate the forfeiture.

4.3 Effect of forfeiture

(a) The forfeiture of a Share extinguishes:
(i) all interests in that Share of the former Member; and
(ii) all claims against the Company in respect of that Share by the former Member, including all Dividends determined to be paid in respect of that Share and not actually paid.
(b) A former Member of a forfeited Share must pay to the Company:
(i) all calls, instalments, interest and expenses in respect of that Share at the time of forfeiture; and
(ii) interest at the rate specified in paragraph 7(a) ~~7(a)7(a)~~ on those amounts from the time of forfeiture until and including the date of payment of those amounts.

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4.4 Sale or reissue of forfeited Shares

Subject to the Applicable Law, the Company may sell, otherwise dispose of or reissue, a Share which has been forfeited on any terms and in any manner as the Directors resolve.

4.5 Cancellation of forfeited Shares

The Company may by ordinary resolution passed at a general meeting cancel a Share which has been forfeited under the terms on which the Share is on issue.

4.6 Proof of forfeiture

A certificate in writing from the Company signed by a Director or Secretary that a Share was forfeited on a specified date is sufficient evidence of:

(a) the forfeiture of that Share; and
(b) the right and title of the Company to sell, dispose or reissue that Share.

4.7 Waiver or cancellation of forfeiture

Subject to the Applicable Law, the Company may:

(a) waive any or all of its rights under paragraph 4 ~~44~~ ; and
(b) at any time before a sale, disposition, reissue or cancellation of a forfeited Share, cancel the forfeiture on any terms as the Directors resolve.

5. Liens

5.1 First ranking lien

The Company has a first ranking lien on:

(a) each Share registered in the name of a Member;
(b) the proceeds of sale of those Shares; and
(c) all Dividends determined to be payable in respect of those Shares,

for:

(d) each unpaid call or instalment which is due but unpaid on those Shares;

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(e) if those Shares were acquired under an employee incentive scheme, all amounts payable to the Company by the Member under loans made to enable those Shares to be acquired;
(f) all amounts which the Company is required by law to pay, and has paid, in respect of those Shares (including any payment under paragraph 3 ~~33)~~ or the forfeiture or sale of those Shares; and
(g) subject to the Listing Rules, all interest and expenses due and payable to the Company under this Schedule 2.

5.2 Enforcement by sale

Subject to the Applicable Law, the Company may sell a Share of a Member to enforce a lien on that Share if:

(a) an amount secured by that lien is due and payable;
(b) the Company gives that Member or the Member's Personal Representative notice in writing:
(i) requiring payment to the Company of that amount, any interest on it and all expenses incurred by the Company by reason of the non-payment; and
(ii) stating that the Share is liable to be sold if that person does not pay to the Company, in the manner specified in the notice, the amount specified in the notice within 10 Business Days (or any longer period specified) after the date of the notice; and
(c) that Member or the Member's Personal Representative does not pay that amount in accordance with that notice.

5.3 Release or Waiver of lien

(a) Registration of a transfer of a Share by the Company releases any lien of the Company on that Share in respect of any amount owing on that Share, unless the Company gives notice in writing, to the person to whom that Share is transferred, of the amount owing.
(b) The Company may waive any or all of its rights under paragraph 5 ~~55.~~

6. Sales, Disposals and Reissues

6.1 Sale procedure

(a) The Company may:

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(i) receive the purchase money or consideration for Shares sold or disposed of under this Schedule 2;
(ii) appoint a person to sign a transfer of Shares sold or disposed of under this Schedule 2;
(iii) do all things necessary or desirable under the Applicable Law to effect a transfer of Shares sold or disposed of under this Schedule 2; and
(iv) enter in the Register the name of the person to whom Shares are sold or disposed.
(b) The person to whom a Share is sold or disposed under this Schedule 2 need not enquire whether the Company:
(i) properly exercised its powers under this Schedule 2 in respect of that Share; or
(ii) properly applied the proceeds of sale or disposal of those Shares,

and the title of that person is not affected by those matters.

(c) The remedy (if any) of any person aggrieved by a sale or other disposal of Shares under this Schedule 2 is in damages only and against the Company exclusively.
(d) A certificate in writing from the Company signed by a Director or Secretary that a Share was sold, disposed of or reissued in accordance with this Schedule 2 is sufficient evidence of those matters.

6.2 Application of proceeds

The Company must apply the proceeds of any sale, other disposal or reissue of any Shares under this Schedule 2 in the following order:

(a) the expenses of the sale, other disposal or reissue;
(b) the amounts due and unpaid in respect of those Shares; and
(c) the balance (if any) to the former Member or the former Member's Personal Representative, on the Company receiving the certificate (if any) of those Shares or other evidence satisfactory to the Company regarding the ownership of those Shares.

7. Interest

(a) A person must pay interest under this Schedule 2 to the Company:

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(i) at a rate the Directors resolve; or
(ii) if the Directors do not resolve, at 15% per annum.
(b) Interest payable to the Company under this Schedule 2 accrues daily.
(c) The Company may capitalise interest payable under this Schedule 2 at any interval the Directors resolve.

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Schedule 3 – Transmission

1. Deceased Members

1.1 Effect of death

(a) If a Member in respect of a Share which is not jointly held dies, the Company must recognise only the Personal Representative of that Member as having any title to or interest in, or any benefits accruing in respect of, that Share.
(b) If a Member in respect of a Share which is jointly held dies, the Company must recognise only the surviving Member or Members of that Share as having any title to or interest in, or any benefits accruing in respect of, that Share.

1.2 Estates and Personal Representatives

(a) The estate of a deceased Member is not released from any liability in respect of the Shares registered in the name of that Member.
(b) Where 2 or more persons are jointly entitled to any Share as a consequence of the death of the registered holder of that Share, they are taken to be joint holders of that Share.

2. Transmission Events

2.1 Transmittee right to register or transfer

(a) Subject to the Bankruptcy Act 1966 and the Applicable Law, if a person entitled to a Share because of a Transmission Event gives the Directors the information they reasonably require to establish the person's entitlement to be registered as the holder of the Share, that person may:
(i) elect to be registered as a Member in respect of that Share by giving a signed notice in writing to the Company; or
(ii) transfer that Share to another person.
(b) On receiving a notice under paragraph 2.1(a)(i) ~~2.1(a)(i)2.1(a)(i)~~ , the Company must register the person as the holder of that Share.
(c) Subject to the Applicable Law, a transfer under paragraph 2.1(a)(ii) ~~2.1(a)(ii)2.1(a)(ii)~~ is subject to all provisions of this Constitution relating to transfers of Shares.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

2.2 Other transmute rights and obligations

(a) A person registered as a Member as a consequence of paragraph 2.1 ~~2.12.1~~ must indemnify the Company to the extent of any loss or damage suffered by the Company as a result of that registration.
(b) A person who has given to the Directors the information referred to in paragraph 2.1(a) ~~2.1(a)2.1(a)~~ in respect of a Share is entitled to the same rights to which that person would be entitled if registered as the holder of that Share.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

Schedule 4 – Unmarketable Parcels

1. Definitions

In this Schedule:

"Sale Share" means a Share which is sold or disposed of in accordance with this Schedule.

“marketable parcel” has the meaning given in the Listing Rules.

2. Power to Sell Unmarketable Parcels

2.1 Existing unmarketable parcels
(a) Subject to the Applicable Law, the Company may sell the Shares of a Member if:
- (i) the total number of Shares of a particular class held by that Member is less than a marketable parcel;
- (ii) the Company gives that Member notice in writing stating that the Shares are liable to be sold or disposed of by the Company; and
- (iii) that Member does not give notice in writing to the Company, by the date specified in the notice of the Company (being not less than 42 days after the date of the Company giving that notice), stating that all or some of those Shares are not to be sold or disposed of.
(b) The Company may only exercise the powers under paragraph 2.1(a) ~~2.1(a)2.1(a),~~ in respect of one or more Members, once in any 12 month period.
(c) The power of the Company under paragraph 2.1(a) ~~2.1(a)2.1(a)~~ lapses following the announcement of a takeover bid. However, the procedure may be started again after the close of the offers made under the takeover bid.

2.2 New unmarketable parcels

(a) Subject to the Applicable Law, the Company may sell the Shares of a Member if:
(i) the Shares of a particular class held by that Member are in a new holding created by a transfer on or after 1 September 1999; and

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(ii) that transfer is of a number of Shares of that class that was less than a marketable parcel at the time the transfer document was initiated, or in the case of a paper based transfer document, was lodged with the Company.
(b) The Company may give a Member referred to in paragraph 2.2(a) ~~2.2(a)2.2(a)~~ notice in writing stating that the Company intends to sell or dispose of the Shares.

3. Exercise of Power of Sale

3.1 Extinguishment of interests and claims

The exercise by the Company of its powers under paragraph 2 ~~22~~ extinguishes, subject to this Schedule 4:
(a) all interests in the Sale Shares of the former Member; and
(b) all claims against the Company in respect of the Sale Shares by that Member, including all Dividends determined to be paid in respect of those Share and not actually paid.

3.2 Manner of sale

(a) Subject to the Applicable Law, the Company may sell or dispose of any Shares under paragraph 2 ~~22~~ at any time:
(i) using a financial services licensee on the basis that person obtains the highest possible price for the sale of the Shares; or
(ii) in any other manner and on any terms as the Directors resolve.
(b) The Company may:
(i) exercise any powers permitted under the Applicable Law to enable the sale or disposal of Shares under this Schedule;
(ii) receive the purchase money or consideration for Sale Shares;
(iii) appoint a person to sign a transfer of Sale Shares; and
(iv) enter in the Register the name of the person to whom Sale Shares are sold or disposed.
(c) The person to whom a Sale Share is sold or disposed need not enquire whether the Company:

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(i) properly exercised its powers under this Schedule in respect of that Share; or
(ii) properly applied the proceeds of sale or disposal of those Shares,

and the title of that person is not affected by those matters.

(d) The remedy of any person aggrieved by a sale or disposal of Sale Shares is in damages only and against the Company exclusively.
(e) A certificate in writing from the Company signed by a Director or Secretary that a Share was sold or disposed of in accordance with this Schedule 4 is sufficient evidence of those matters.

3.3 Application of proceeds

(a) If the Company exercises the powers under paragraph 2.1 ~~2.12.1,~~ either the Company or the person to whom a Sale Share is sold or disposed of must pay the expenses of the sale or disposal.
(b) The Company must apply the proceeds of any sale or disposal of any Sale Shares in the following order:
(i) in the case of an exercise of the powers under paragraph 2.2 ~~2.22.2,~~ the expenses of the sale or disposal;
(ii) the amounts due and unpaid in respect of those Shares; and
(iii) the balance (if any) to the former Member or the former Member's Personal Representative, on the Company receiving the certificate (if any) for those Shares or other evidence satisfactory to the Company regarding the ownership of those Shares.

3.4 Voting and dividend rights pending sale

(a) If the Company is entitled to exercise the powers under paragraph 2.2 ~~2.22.2,~~ the Company may by resolution of the Directors remove or change either or both:
(i) the right to vote; and
(ii) the right to receive Dividends,

of the relevant Member in respect of some or all of the Shares liable to be sold or disposed of.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(b) After the sale of the relevant Sale Shares, the Company must pay to the person entitled any Dividends that have been withheld under paragraph 3.4(a) ~~3.4(a)3.4(a)~~ .

~~TNG Constitution 1 July 2004 appproved by shareholders~~

Schedule 5 – Proportional Takeover Bid Approval

1. Definitions

In this Schedule:

"Approving Resolution" means a resolution to approve a proportional takeover bid in accordance with this Schedule.

"Deadline" means the 14th day before the last day of the bid period for a proportional takeover bid or a later day allowed by the Australian Securities and Investments Commission.

2. Refusal of Transfers

2.1 Requirement for an Approving Resolution
(a) The Company must refuse to register a transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this Schedule 5.
(b) This Schedule 5 ceases to apply on the 3rd anniversary of its last adoption, or last renewal, in accordance with the Corporations Act.

2.2 Voting on an Approving Resolution

(a) Where offers are made under a proportional takeover bid, the Directors must, subject to the Corporations Act, call and arrange to hold a meeting of Voters for the purpose of voting on an Approving Resolution before the Deadline.
(b) The provisions of this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under paragraph 2.2(a) ~~2.2(a)2.2(a)~~ .
(c) Subject to this Constitution, every Voter present at the meeting held under paragraph 2.2(a) ~~2.2(a)2.2(a)~~ is entitled to one vote for each Share in the bid class securities that the Voter holds.
(d) To be effective, an Approving Resolution must be passed before the Deadline.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
(f) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this Schedule, to have been passed in accordance with this Schedule.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

Schedule 6 – Preference Shares

1. Definitions

In this Schedule, unless the context otherwise requires:

"Conversion Circumstances" means, in respect of a Converting Preference Share, whether the Preference Share is liable to be converted or convertible:

(a) at the option of the Holder, or of the Company, or both;
(b) upon the happening of a particular event; or
(c) at a fixed time.

"Conversion Date" means, in respect of a Converting Preference Share, the date (if any) specified in the Issue Resolution for the conversion of that Preference Share or the date upon which an event specified in the Issue Resolution occurs which results in the conversion of that Preference Share.

"Conversion Number" means the number, or formula for determining the number, of ordinary Shares into which a Converting Preference Share will convert upon conversion.

"Converting Preference Share" means a Preference Share which is specified in the Issue Resolution as being liable to be converted or convertible into ordinary Shares in a manner permitted by the Corporations Act, whether at the option of the Holder or otherwise.

"Dividend" means any distribution of any property (including without limitation, money, Paid Up shares, debentures, debenture stock or other securities of the Company or of any other Corporation) to a Holder in respect of a Preference Share as a dividend, whether interim or final.

"Dividend Date" means, in respect of a Preference Share, a date specified in the Issue Resolution on which a Dividend in respect of that Preference Share is payable.

"Dividend Rate" means, in respect of a Preference Share, the terms specified in the Issue Resolution for the calculation of the amount of Dividend to be paid in respect of that Preference Share on any Dividend Date, which calculation may be wholly or partly established by reference to an algebraic formula.

"Franked Dividend" has the meaning given in section 160APA of the Income Tax Assessment Act 1936 (Cth)

~~TNG Constitution 1 July 2004 appproved by shareholders~~

"Holder" means, in respect of a Preference Share, the registered holder of that Share.

"Issue Resolution" means the resolution specified in paragraph 3 ~~33~~ .

"Preference Share" means a Share issued under Article 2.2 ~~2.22.2.~~

"Redeemable Preference Share" means a Preference Share which is specified in the Issue Resolution as being liable to be redeemed in a manner permitted by the Corporations Act.

"Redemption Amount" means, in respect of a Redeemable Preference Share, the amount specified in the Issue Resolution to be paid on redemption of the Redeemable Preference Share.

"Redemption Circumstances" means, in respect of a Redeemable Preference Share, whether the Preference Share is liable to be redeemed:

(a) at the option of the Holder, or of the Company, or both;
(b) upon the happening of a particular event; or
(c) at a fixed time.

"Redemption Date" means, in respect of a Redeemable Preference Share, the date specified in the Issue Resolution for the redemption of that Preference Share or the date upon which an event specified in the Issue Resolution occurs which results in the redemption of that Preference Share.

"Specified Date" means, in respect of a Redeemable Preference Share, the date (if any) specified in the Issue Resolution before which that Redeemable Preference Share may not be redeemed by the Holder.

2. Rights of Holders

Each Preference Share confers upon its Holder:

(a) the rights referred to in Articles 2.2(b ~~)2.2(b)2.2(b)~~ and 2.2(c) ~~2.2(c)2.2(c);~~
(b) the right in winding up to payment in cash of the amount then paid up on it, and any arrears of Dividend in respect of that Preference Share in priority to any other class of Shares;
(c) the right in priority to any payment of a Dividend to any other class of Shares, to a cumulative preferential dividend payable on each Dividend Date in relation to that Preference Share

~~TNG Constitution 1 July 2004 appproved by shareholders~~

calculated in accordance with the Dividend Rate in relation to that Preference Share; and

(d) no right to participate beyond the extent elsewhere specified in this paragraph 2 ~~22~~ in surplus assets or profits of the Company, whether in winding up or otherwise.

3. Issue Resolution

(a) The Directors may allot a Preference Share by a resolution of the Directors specifying:
(i) the Dividend Date;
(ii) the Dividend Rate;
(iii) whether the Preference Share is or is not a Redeemable Preference Share;
(iv) if the Preference Share is a Redeemable Preference Share, the Redemption Amount, the Redemption Date, the Redemption Circumstances and any Specified Date for that Redeemable Preference Share;
(v) whether the Preference Share is or is not a Converting Preference Share;
(vi) if the Preference Share is a Converting Preference Share, the Conversion Circumstances, the Conversion Number and any Conversion Date; and
(vii) any other terms and conditions to apply to that Preference Share.
(b) The Issue Resolution in establishing the Dividend Rate for a Preference Share may specify that the Dividend is to be:
(i) fixed;
(ii) variable depending upon any variation of the respective values of any factors in an algebraic formula specified in the Issue Resolution; or
(iii) variable depending upon such other factors as the Directors may specify in the Issue Resolution,

and may also specify that the Dividend is to be a Franked Dividend or not a Franked Dividend.

(c) Where the Issue Resolution specifies that the Dividend to be paid in respect of the Preference Share is to be a Franked Dividend the Issue Resolution may also specify:

~~TNG Constitution 1 July 2004 appproved by shareholders~~

(i) the extent to which such Dividend is to be franked; and
(ii) the consequences of any Dividend paid not being so franked, which may include a provision for an increase in the amount of the Dividend to such an extent or by reference to such factors as may be specified in the Issue Resolution.

4. Redemption

(a) Subject to the Corporations Act, the Company must redeem a Redeemable Preference Share on issue:
(i) in the case where the Redeemable Preference Share is liable to be redeemed at the option of the Company, on the specified date where the Company, not less than 10 Business Days before that date, has given a notice to the Holder of that Redeemable Preference Share stating that the Redeemable Preference Share will be redeemed on the specified date;
(ii) in the case where the Redeemable Preference Share is liable to be redeemed at the option of the Holder, on the specified date where the Holder of that Redeemable Preference Share, not less than 10 Business Days before that date, has given a notice to the Company stating that the Redeemable Preference Share will be redeemed on the specified date; and
(iii) in any event, on the Redemption Date,

but no Redeemable Preference Share may be redeemed by the Holder before the Specified Date unless the Redemption Date occurs before that date.

(b) On redemption of a Redeemable Preference Share, the Company, after the Holder has surrendered to the Company the Certificate (if any) in respect of that Redeemable Preference Share, must pay to the Holder the Redemption Amount by:
(i) directly crediting the account nominated in writing by the Holder from time to time; or
(ii) cheque made payable to the Holder or such other person nominated in writing by the Holder sent through the post to:
- (A) in the case where the Holder is a joint holder of the Redeemable Preference Share, the address in the Register of the person whose name stands

~~TNG Constitution 1 July 2004 appproved by shareholders~~

first on the Register in respect of the joint holding; or

(B) otherwise, to the address of the Holder in the Register.

5. Conversion

(a) Subject to the Corporations Act, the Company must convert a Converting Preference Share on issue:
(i) in the case where the Converting Preference Share is liable to be redeemed at the option of the Company, on the specified date where the Company, not less than 10 Business Days before that date, has given a notice to the Holder of that Converting Preference Share stating that the Converting Preference Share will be converted on the specified date;
(ii) in the case where the Converting Preference Share is liable to be redeemed at the option of the Holder, on the specified date where the Holder of that Converting Preference Share, not less than 10 Business Days before that date, has given a notice to the Company stating that the Converting Preference Share will be converted on the specified date; and
(iii) in any event, on the Conversion Date.
(b) On conversion of a Converting Preference Share the Company must allot to the Holder additional ordinary Shares such that following conversion the Holder holds that number of ordinary Shares in accordance with the Conversion Number. Conversion of a Converting Preference Shares does not constitute a cancellation, redemption or termination of a Converting Preference Share or the issue, allotment or creation of a new Share.
(c) The allotment of additional ordinary Shares on Conversion does not constitute a cancellation, redemption or termination of a Converting Preference Share. Conversion is the taking effect of existing rights of a Converting Preference Share and the ending of the special rights attached to the Converting Preference Share.
(d) Following Conversion, each Converting Preference Share will rank equally with and will confer rights identical with and impose obligations identical with all other fully paid ordinary Shares then on issue.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

6. Certificate

The Certificate (if any) issued by the Company in relation to any Preference Share, must specify in relation to that Preference Share:

(a) the date of issue of the Preference Share;
(b) the Dividend Rate and Dividend Dates;
(c) whether the Preference Share is a Redeemable Preference Share;
(d) if the Preference Share is a Redeemable Preference Share, the:
(i) Redemption Circumstances;
(ii) Redemption Amount; and
(iii) Redemption Date to the extent possible or if not, the event which if it occurs will result in redemption of that Redeemable Preference Share; and
(e) if the Preference Share is a Converting Preference Share, the:
(i) Conversion Circumstances;
(ii) Conversion Number; and
(iii) Conversion Date to the extent possible or if not, the event which if it occurs will result in conversion of that Concerting Preference Share; and
(f) any other matter the Directors determine.

~~TNG Constitution 1 July 2004 appproved by shareholders~~

ABN 12 000 817 023

Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 TNG MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote and view the annual report online



Go to www.investorvote.com.au or scan the QR Code with your mobile device.
• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 2 pm (WST) Saturday, 28 November 2015

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left.  Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise I 9999999999 I ND your broker of any changes.

I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of TNG Limited hereby appoint

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the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of TNG Limited to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Monday, 30 November 2015 at 2 pm (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 3 to 10 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 3 to 10 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 3 to 10 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.If you mark the Abstain box for an item, you are directing your proxy not to vote on your

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Resolution 9 Approval of issue of Options to Mr Rex Turkington
Resolution 1 Adopt Remuneration Report

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Resolution 10 Approval of issue of Options to Mr Stuart Crow
Resolution 2 Re-election of Mr Michael Evans

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Resolution 3 Approval of the TNG Employee Share Plan
Resolution 4 Approval of the TNG Non-Executive Director and Consultant Share Plan
Resolution 5 Approval of the TNG Employee Option Plan
Resolution 11 Ratification of issue of Shares to Trafalgar Capital under April Issue

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Resolution 12 Ratification of issue of Shares to Trafalgar Capital under May Issue

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Resolution 13 Approval of 10% Placement Facility under Listing Rule 7.1A

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Resolution 14 Approval of 60,000,000 Future Placement Facility

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Resolution 6 Approval of the TNG Non-Executive Director and Consultant Option Plan

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Resolution 15 Amendments to the Company's Constitution
Resolution 16 Reinstatement of proportional takeover provisions

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Resolution 7 Approval of issue of Options to Mr Paul Burton

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Resolution 8 Approval of issue of Options to Mr Michael Evans

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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T N G

3 0 1 1 1 5 A

AI assistant

TIVAN LIMITED — AGM Information 2015

65967_rns_2015-10-28_90373c8f-f68f-4edf-b55a-b8d9696030b3.pdf

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Part A – Financial and Other Reports

Financial and Other Reports

Resolution 1 – Adopt Remuneration Report

Voting exclusion

Part B – Re-election of Directors

Resolution 2 – Re-election of Mr Michael Evans

SPECIAL BUSINESS

Part C – Approval of the Existing TNG Incentive Plans

Resolution 3 – Approval of the TNG Employee Share Plan

Voting Exclusion

Resolution 4 – Approval of the TNG Non-Executive Director and Consultant Share Plan

Voting Exclusion

Resolution 5 – Approval of the TNG Employee Option Plan

Voting Exclusion

Resolution 6 – Approval of the TNG Non-Executive Director and Consultant Option Plan

Voting Exclusion

Part D – Issue of Options to Directors under the TNG Incentive Plans

Resolution 7 – Approval of issue of Options to Mr Paul Burton

Voting Exclusion

Resolution 8 – Approval of issue of Options to Mr Michael Evans

Voting Exclusion

Resolution 9 – Approval of issue of Options to Mr Rex Turkington

Voting Exclusion

Resolution 10 – Approval of issue of Options to Mr Stuart Crow

Voting Exclusion

Part E – Ratification of prior issues

Resolution 11 – Ratification of issue of Shares to Trafalgar Capital under April Issue

Voting Exclusion

Resolution 12 – Ratification of issue of Shares to Trafalgar Capital under May Issue

Voting Exclusion

Part F – Approval of 10% Placement Facility

Resolution 13 – Approval of 10% Placement Facility under Listing Rule 7.1A

Voting Exclusion

Part G – Approval of 60,000,000 Future Placement Facility

Resolution 14 – Approval of 60,000,000 Future Placement Facility

Voting Exclusion

Part H – Amendments to the Company’s Constitution

Resolution 15 – Amendments to the Company’s Constitution

Part I – Reinstatement of proportional takeover provisions

Resolution 16 – Reinstatement of proportional takeover provisions

OTHER BUSINESS

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

Introduction

Part A – Financial and Other Reports

Resolution 1 – Adopt Remuneration Report

Part B – Re-election of Directors

Resolution 2 – Re-election of Mr Michael Evans

Directors recommendation

Part C – Renewal of Approval of Existing TNG Incentive Plans

TNG Incentive Plans

Overview of approvals sought

Resolution 3 - Approval of the TNG Employee Share Plan

Information required for the purposes of Listing Rule 7.2

Directors recommendation

Resolution 4 - Approval of the TNG Non-Executive Director and Consultant Share Plan

Information required for the purposes of Listing Rule 7.2

Directors recommendation

Resolution 5 - Approval of the TNG Employee Option Plan

Information required for the purposes of Listing Rule 7.2

Directors recommendation

Resolution 6 - Approval of the TNG Non-Executive Director and Consultant Option Plan

Information required for the purposes of Listing Rule 7.2

Directors recommendation

Part D – Issue of Options to Directors under the TNG Incentive Plans

General

Overview of Listing Rules and approvals sought

(a) Issue of securities to related parties - Listing Rules 10.11 and 10.14

(b) Financial Benefit - Part 2E.1 of the Corporations Act

Resolution 7 - Approval of grant of Options to Mr Paul Burton

(a) Information required by Listing Rule 10.15

(b) Information required for the purposes of Chapter 2E of the Corporations Act

Resolutions 8 to 10 – Approval of grant of Options to Non-Executive Directors

TIVAN LIMITED AGM Information 2015