TIVAN LIMITED — Capital/Financing Update 2006

Mar 14, 2006

TENNANT CREEK GOLD LIMITED

ABN 12 000 817 023

PROSPECTUS

FOR

A non-renounceable pro rata Offer of 2007 Options each at an issue price of 2 cents, exercisable at 15 cents on or before 31 May 2007, on the basis of 1 2007 Option for every 2 Shares held at the Record Date.

THIS OFFER CLOSES AT 5.00PM WST ON 7 APRIL 2006

VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME.

Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement.

THIS IS AN IMPORTANT DOCUMENT AND REOUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE SECURITIES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

THIS OFFER IS FULLY UNDERWRITTEN

IMPORTANT INFORMATION

This Prospectus is dated 15 March 2006 and was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus.

No Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 3, 30 Richardson Street, West Perth, Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.6).

The Company will apply to ASX within 7 days of the date of this Prospectus for Official Quotation by ASX of the Securities offered by this Prospectus.

The Securities offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks.

Applications for Securities can only be submitted on an original Entitlement and Acceptance Form sent with a copy of this Prospectus by the Company. The Entitlement and Acceptance Form sets out an Eligible Shareholders' entitlement to participate in the Issue.

Shortfall applications must be made on the appropriate Shortfall Application Form to be obtained with a copy of this Prospectus from Kirke Securities Limited, the underwriter, and returned to them together with the appropriate payment.

Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

No action has been taken to permit the offer of Securities under this Prospectus in any jurisdiction other than Australia and New Zealand.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the Applicant's security holding in the Company.

By submitting a Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form or the Shortfall Application Form, the Company may not be able to accept or process your application.

An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

CORPORATE DIRECTORY

Directors		Stock Exchange Listing
Mr John, W. Barr Mr Neil Biddle Mr Michael Bowen Mr Terence Smith	Executive Chairman Managing Director Non-Executive Director Non-Executive Director	Australian Stock Exchange Limited Home Branch - Perth Exchange Plaza 2 The Esplanade PERTH WA 6000 Telephone: Freecall (Australia only) 131 279 Overseas: +61 (0)2 9338 0000 +61 (0)2 9227 0885 Fax: German Stock Exchange Borsenplatz 4 Frankfurt/Main Germany Telephone: +49 (0)69 2 11 1 15 15 Website: http://deutsche-boerse.com (Code: TNG)
Company Website
www.tennantcreekgold.com.au
Company Secretary		ASX Code
Mr Damian Delaney		Shares TNG
Principal and Registered Office		Auditors
Level 3 30 Richardson Street WEST PERTH WA 6005 Tel: + 61 (0)8 9327 0900
		KPMG 152-158 St Georges Terrace PERTH WA 6000
Fax: + 61 (0)8 9327 0901 Share Registry		Solicitors to the Company
Level 2 45 St George's Terrace PERTH, WA 6000 Freecall (Aus) 1300 557 010 Tel: $+ 61 (0)8 9323 2004$ Fax: + 61 (0)8 9323 2033	Computershare Investor Services Pty Ltd	Hardy Bowen Level 1 28 Ord Street WEST PERTH WA 6005
Underwriter

PROPOSED TIMETABLE

Lodgement of Prospectus with ASIC and ASX	15 March 2006
Existing Shares quoted on an "ex" basis	17 March 2006
Record date for determining entitlements	23 March 2006
Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders	24 March 2006
Closing Date $*$	7 April 2006
Anticipated date for allotment and issue of the Securities	10 April 2006
Completion of placement of shortfall (if any)	13 April 2006

* Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer. Any
extension of the Closing Date will have a consequential effect on the anticipated date for allotment and issue o Securities.

Table of Contents

Clause

1. 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 2.	Details of the Offer The Offer Purpose of the Issue Your entitlement and acceptance Opening and Closing Dates Underwriting Procedure for placement of Shortfall Securities No rights trading Entitlement and acceptance form Issue and dispatch Application monies held on trust ASX quotation CHESS Overseas Shareholders Risk factors Taxation implications Major activities and financial information Enquiries concerning Prospectus Action required by Shareholders
2.1 2,2 2.3 2.4	Acceptance of Securities under this Prospectus If you wish to take up part of your entitlement only Entitlements not taken up Enquiries concerning your entitlement
3. 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16	Risk factors Economic risks Taxation and government regulations Future capital requirements Reliance on key personnel Joint venture parties, contractors and agents Environmental management Exploration, development, mining and processing risks Metallurgy Native Title Native Title access and mining negotiations Manbarrum Operational and technical risks Title Resource estimates Investments Contingent liabilities
4. 4.1 4.2 4.3 4.4	Effect of the Issue Capital structure on completion of the Issue Pro forma statement of financial position Market price of Shares Dividend policy
5. 5.1 5,2 5.3	Additional information Rights and obligations attaching to Shares Terms and conditions attaching to 2007 Options Underwriting Agreement

Table of Contents

Clause

Page No

7.	Glossary of Terms	30
6.	Authorisation
5.13
5.12	Expenses of Issue
5.11	Interests of other persons
5.10	Directors remuneration
5.9	Directors' interests
5.8	Determination by the ASIC
5.7	Information excluded from continuous disclosure notices
5.6	Copies of documents
5.5	Company is a disclosing entity
5.4	Directors' interests in Company securities and sub-underwriting obligations 22

Details of the Offer $\blacksquare$

$1.1$ The Offer

The Company is making a non-renounceable pro-rata offer of 2007 Options each at an issue price of \$0.02 to Eligible Shareholders on the basis of one 2007 Option for every two Shares held at 5:00 pm (WST) on the Record Date.

The Company has as at the date of the Prospectus 93,628,270 Shares and 25,450,000 Options on issue. If no Options are exercised prior to the exentitlement date, the Offer is for 46,814,135 Securities. Up to 59,539,135 Securities could be issued under the Offer, depending on the number of Options exercised (if any) between the date of the Prospectus and the ex entitlement date.

Where the determination of the entitlement of any Entitled Shareholder results in a fraction of a Security, such fraction will be rounded down to the nearest whole Security.

Refer to Section 5.2 for a summary of the rights attaching to the 2007 Options.

$1.2$ Purpose of the Issue

Completion of the Offer will result in an increase in the cash on hand of up to approximately \$1,143,472 (after the payment of costs associated with the Offer). The funds raised pursuant to the Issue will be used to:

• $(1)$ take up the Company's rights under the announced capital raising by Batavia Mining Limited;
• $(2)$ undertake further exploration at the Manbarrum Lead-Silver-Zinc Project;
• improve the Company's working capital position. $(3)$

Refer to Section 3.7 and 4.2 for more details.

$1.3$ Your entitlement and acceptance

Your entitlement to participate in the Offer will be determined on the Record Date, being 23 March 2006. The entitlement of Eligible Shareholders receiving this Prospectus is shown on the Entitlement and Acceptance Form sent to Eligible Shareholders with this Prospectus.

The number of Securities to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

Acceptances must not exceed your entitlement as shown on the Entitlement and Acceptance Form, although you may accept for all or only part of your entitlement. If your acceptance exceeds your entitlement, acceptance will be deemed to be for vour maximum entitlement and any surplus Application Monies will be returned.

Opening and Closing Dates $1.4$

The Company will accept Entitlement and Acceptance Forms from the Record Date for determining Eligible Shareholders' entitlements (23 March 2006), until 5.00pm WST on the Closing Date, being 7 April 2006 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules.

$1.5$ Underwriting

The Company has entered into an Underwriting Agreement with Kirke Securities Limited, pursuant to which the Offer has, subject to certain terms and conditions, been fully underwritten. The material terms of the Underwriting Agreement are set out in Section 5.3. The Directors have agreed to sub-underwrite part of the Underwriting Agreement, and their interests are set out in Section 5.4.

$1.6$ Procedure for placement of Shortfall Securities

Shortfall Application Forms must be completed in accordance with the instructions contained therein and must be accompanied by a cheque in Australian currency drawn on an Australian bank, made payable to "Tennant Creek Gold Limited Option Issue" and crossed "Not Negotiable" for the Application Monies. Cash payments will not be accepted but returned and the application deemed invalid. Receipts for payments will not be issued.

Once a Shortfall Application Form is completed and returned it is irrevocable and may not be withdrawn or varied by the Applicant.

Application Monies are pavable in full on application.

Completed Shortfall Application Forms together with payment of the Application Monies in full must be lodged by the date specified by the Directors when sending the Shortfall Application Form as follows:

By delivery	Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace PERTH WA 6000
By post	Computershare Investor Services Pty Ltd GPO Box D182 Perth WA 6840

$1.7$ No rights trading

The rights to Securities under the Offer are non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your rights to subscribe for Securities to any other party. If you do not take up your entitlement to Securities under the Offer by the Closing Date, the Offer to you will lapse.

1.8 Entitlement and acceptance form

Acceptance of a completed Entitlement and Acceptance Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Securities accepted by the Company. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of Securities.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

1.9 Issue and dispatch

Securities under the Offer are expected to be issued, and security holder statements dispatched, on or before 10 April 2006.

It is the responsibility of Applicants to determine their allocation prior to trading in the Securities. Applicants who sell Securities before they receive their holding statements will do so at their own risk.

1.10 Application Monies held on trust

All Application Monies received for the Securities will be held in trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Securities are issued. All Application Monies will be returned (without interest) if the Securities are not issued.

1.11 ASX quotation

Application will be made to ASX no later than 7 days after the date of this Prospectus for the official quotation of the 2007 Options. If permission is not granted by ASX for the official quotation of the Securities offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

$1.12$ CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 ("ASTC"), a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House Business Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Securities.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out the number of Securities issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Securities, including a notice to exercise the Securities.

If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by Computershare Investor Services Pty Ltd and will contain the number of Securities issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

$1.13$ Overseas Shareholders

No Offer will be made to Company Shareholders resident outside Australia and New Zealand.

This Prospectus and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of Securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to

comply with such restrictions may constitute a violation of applicable securities $I$ aws

$1.14$ Risk factors

An investment in Securities should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are in Section 3.

$1.15$ Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for Securities under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with subscribing for Securities under this Prospectus.

Major activities and financial information $1.16$

A summary of the major activities and financial information relating to the Company for the financial year ended 30 June 2005 is in the Annual Report which was sent to Shareholders on 25 October 2005.

A summary of activities relating to the Company for the quarters ended 30 September 2005 and 31 December 2005 are in the quarterly activities reports. lodged with ASX on 31 October 2005 and 31 January 2006 respectively, and the half-yearly report lodged with the ASX on 15 March 2006. The Company's continuous disclosure notices (ie ASX announcements) since 30 September 2005 are listed in Section 5.6.

Copies of these documents are available free of charge from the Company. Directors strongly recommend that Shareholders review these and all other announcements prior to deciding whether or not to participate in the Offer.

$1.17$ Enquiries concerning Prospectus

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Computershare Investor Services Pty Ltd by telephone on 1300 557 010.

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on (08) 9327 0900.

$2₁$ Action required by Shareholders

$2.1$ Acceptance of Securities under this Prospectus

Should you wish to accept all of your entitlement to Securities, then applications for Securities under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form, Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the Application Monies indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "Tennant Creek Gold Limited Option Issue" and lodged at any time after the issue of this Prospectus and on or before the Closing Date at the Company's share registry (by delivery or by post) at:

By delivery	Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace PERTH WA 6000
By Post	Computershare Investor Services Pty Ltd GPO Box D182 Perth WA 6840

$2.2$ If you wish to take up part of your entitlement only

Should you wish to only take up part of your entitlement, then applications for Securities under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of Securities you wish to accept and the Application Monies (calculated at \$0.02 per Security accepted), and attach a cheque for the appropriate Application Monies.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "Tennant Creek Gold Limited Option Issue" and lodged at any time after the issue of this Prospectus and on or before the Closing Date at the Company's share registry (by delivery or by post) at:

By delivery	Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace PERTH WA 6000
By Post	Computershare Investor Services Pty Ltd GPO Box D182 Perth WA 6840

$2.3$ Entitlements not taken up

If you do not wish to accept any of your entitlement, you are not obliged to do anything.

The number of Shares you hold and the rights attached to those Shares will not be affected should you choose not to accept any of your entitlement.

$2.4$ Enquiries concerning your entitlement

If you have any queries concerning your entitlement please contact:

Computershare Investor Services Pty Ltd Level₂ 45 St George's Terrace PERTH WA 6000

Telephone: 1300 557 010

$\overline{\mathbf{3}}$ . Risk factors

Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company's future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which Shareholders need to be aware of in evaluating the Company's business and risks of increasing your investment in the Company. Shareholders should carefully consider the following factors in addition to the other information presented in this Prospectus.

The principal risks include, but are not limited to, the following:

$3.1$ Economic risks

$(1)$ Share market

Share market conditions may affect the price at which the Company's securities trade regardless of operating performance. Share market conditions are affected by many factors, such as:

• $(i)$ general economic outlook;
• $(ii)$ movements in, or outlook in, interest rates and inflation rates;
• $(iii)$ currency fluctuations;
• $(iv)$ commodity prices;
• changes in investor sentiment towards particular market sectors; $(v)$ and
• $(vi)$ the demand for, and supply of, capital.

Investors should recognise that once the Securities are guoted by ASX, the price of the Securities may fall as well as rise. Many factors will affect the price of the Securities including local and international stock markets, movements in interest rates, economic conditions and investor sentiment generally. In addition, the commencement of, or escalation in, any war, armed conflict, hostilities between nations, civil unrest or terrorist activities may affect the price of the Company's securities.

$(2)$ Commodity prices

Commodity prices are influenced by physical and investment demand for those commodities. Fluctuations in commodity prices, particularly lead, zinc and silver, may influence individual projects in which the Company has an interest.

$(3)$ Economic factors

Factors such as inflation, currency fluctuation, interest rates, supply and demand and industrial disruption have an impact on operating costs, commodity prices and stock market processes. The Company's future

possible revenues and securities prices can be affected by these factors, which are bevond the control of the Company and its Directors.

$3.2₁$ Taxation and government regulations

Changes in taxation and government legislation in a range of areas (for example, Corporations Act, accounting standards, and taxation law) can have a significant influence on the outlook for companies and the returns to investors.

$3.3₁$ Future capital requirements

The Company's growth through expansion of its current business will require substantial expenditures. There can be no quarantees that the funds raised through this Prospectus will be sufficient to successfully achieve all the objectives of the Company's overall business strategy.

If the Company is unable to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Issue, there can be no assurance that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all.

Any additional equity financing may be dilutive to the Company's existing Shareholders and any debt financing if available, may involve restrictive covenants, which limit the Company's operations and business strategy. The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse affect on the Company's activities.

$3.4$ Reliance on key personnel

The Company is reliant on its management. The loss of one or more of these individuals could adversely affect the Company. There are currently no service agreements between the Company and any Director, which reguires the Director to remain as a Director of the Company for any period of time.

In addition, the Company's ability to manage growth effectively will require it to continue to implement and improve its management systems and to recruit and train new employees and consultants. Although the Company expects to be able to do so in the future, there can be no assurance that the Company will be able to attract and retain skilled and experienced personnel and consultants.

$3.5$ Joint venture parties, contractors and agents

The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company may become a party; or insolvency or other managerial failure by any of the contractors used by the Company in any of its activities; or insolvency or other managerial failure by any of the other service providers used by the Company for any activity.

$3.6$ Environmental management

The Company's operations are and will be subject to environmental regulation. Environmental regulations are likely to evolve in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects. Environmental regulations could impact on the viability of the Company's projects. The Company may become subject to liability for pollution or other hazards against which it has

not insured or cannot insure, including those in respect of past mining or other activities for which it was not responsible.

$3.7$ Exploration, development, mining and processing risks

Mineral exploration, project development and mining by their nature contain elements of significant risk. Ultimate and continuous success of these activities is dependent on many factors such as:

• $(1)$ the discovery and/or acquisition of economically recoverable ore resources:
• $(2)$ successful conclusions to bankable feasibility studies:
• $(3)$ access to adequate capital for project development;
• $(4)$ design and construction of efficient mining and processing facilities within capital expenditure budgets;
• $(5)$ securing and maintaining title to tenements:
• $(6)$ obtaining consents and approvals necessary for the conduct of exploration and mining:
• $(7)$ access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants; and
• $(8)$ Native Title risks (see also below); and
• $(9)$ Adverse weather conditions over a prolonged period can adversely affect exploration and mining operations and the timing of revenues.

Whether or not income will result from development of tenements depends on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades and commodity prices affect successful project development and mining operations.

Mining is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. The use and disposal of chemicals in the mining industry is under constant legislative scrutiny and requiation.

$3.8$ Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as:

• $(1)$ Identifying a metallurgical process through testwork to produce a saleable metal and/or concentrate:
• Developing an economic process route to produce a metal and/or $(2)$ concentrate: and
• $(3)$ Changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the project.

Native Title $3.9$

The Native Title Act 1993 (Cth) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters,

according to their traditional laws and customs. There is significant uncertainty associated with Native Title in Australia and this may impact on the Company's operations and future plans.

Native Title can be extinguished by valid grants of land (such as freehold title) or waters to people other than the Native Title holders or by valid use of land or waters. It can also be extinguished if the indigenous group has lost its connection with the relevant land or waters. Native Title is not necessarily extinguished by the grant of mining leases, although a valid mining lease prevails over Native Title to the extent of any inconsistency for the duration of the title.

Tenements granted before 1 January 1994 are valid or validated by the Native Title Art.

For tenements to be validly granted (or renewed) after 1 January 1994, the future act regime established by the Native Title claim is not an indication that Native Title in fact exists on the land covered by the claim, as this is a matter ultimately determined by the Federal Court.

The Company must also comply with Aboriginal heritage legislation requirements which require heritage survey work to be undertaken ahead of the commencement of mining operations.

Native Title access and mining negotiations $3.10$

The Company may from time to time, need to negotiate with any Native Title claimant for access rights to the tenements. In addition, agreement will need to be reached with Native Title claimants and/or holders in the event of mining. There may be significant delays and costs associated with these negotiations and to reach agreement acceptable to all relevant parties. The Company may also participate in hearings to determine whether Native Title exists in certain areas in which it has an interest. The participation and outcome of any such proceedings may also entail significant delays and costs which may impact on the timing and conduct of the Company's operations.

$3.11$ Manbarrum

The Manbarrum (previously known as Sandy Creek) Lead-Zinc-Silver Project is located 70 kilometres northeast of Kununurra and is wholly situated within the Northern Territory. The granted tenements cover a combined area of over 200 square kilometres, including over 23 kilometres of strike length of the faulted Upper Burt Range Formation dolomites within the eastern Bonaparte Basin where numerous occurrences of base metal mineralisation have been identified from previous exploration.

The Company has recently received the Authority Certificate from the Northern Territory Aboriginal Areas Protection Authority (AAPA).

An exploration team will be mobilised to Manbarrum prior to the end of March 2006 for commencement of fieldwork, including activities leading to the planned commencement of drilling designed to upgrade existing drilling data and resource estimates to JORC compliance as rapidly as possible.

Further approvals are required for drilling to commence in certain areas. The granting of these approvals and the timing of them may impact on the future operations of the Company.

$3.12$ Operational and technical risks

The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors, including:

• $(1)$ geological and hydrogeological conditions:
• $(2)$ limitations on activities due to seasonal weather patterns and cyclone activity;
• $(3)$ alterations to joint venture programs and budgets;
• $(4)$ unanticipated operational and technical difficulties encountered in survey. drilling and production activities;
• $(5)$ electrical and mechanical failure of operating plant and equipment. industrial and environmental accidents, industrial disputes and other force majeure events:
• $(6)$ unavailability of aircraft or drilling equipment to undertake airborne surveys and other geological and geophysical investigations:
• $(7)$ unavailability of shipping load space to transport concentrates to overseas buvers;
• $(8)$ the supply and cost of skilled labour;
• $(9)$ unexpected shortages or increases in the costs of consumables, diesel fuel, spare parts, plant and equipment:
• $(10)$ prevention or restriction of access by reason of political unrest, outbreak of hostilities and inability to obtain consents or approvals (including clearance of work programs pursuant to the existing and any future access agreements entered into with the registered Aboriginal Land Council and the Native Title claimants); and
• $(11)$ the Company has a policy of obtaining insurance for environmental and other operational risks where appropriate, taking into consideration the availability of cover and premium costs and where required under its contractual commitments.

$3.13$ Title

All mining tenements which the Company may acquire either by application, sale and purchase or farm-in are regulated by the applicable state mining legislation. There is no guarantee that applications will be granted as applied for (although the Company has no reason to believe that the tenements will not be granted in due course). Various conditions may also be imposed as a condition of grant. In addition the relevant minister may need to consent to any transfer of tenement to the Company.

Renewal of titles is made by way of application to the relevant department. There is no guarantee that a renewal will be automatically granted other than in accordance with the applicable state mining legislation. In addition, the relevant department may impose conditions on any renewal, including relinquishment of ground.

$3.14$ Resource estimates

Resource estimates are expressions of judgment based on knowledge, experience Estimates which were valid when made may change and industry practice. significantly when new information becomes available. In addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter mineralisation or formations different from those predicted by past sampling and drilling, resource estimates may have to be adjusted and mining plans altered in a way which could impact adversely on the Company's operations.

$3.15$ Investments

The Company holds significant interests in Batavia Mining Limited (ASX: BTV) and Thor Mining PLC (LSE: THR). These companies are not controlled by the Company, but are subject to the same risk factors.

Both of these companies, held as investments by the Company, need to raise funds to fulfil their own objectives. These fund raising activities may impact on the relative shareholdings of the Company whether or not it participates.

$3.16$ Contingent liabilities

$(1)$ Resolution of matters arising from 1998

In the period September to December 1998 management control of the Company was held by interests associated with Davis Samuel Pty Ltd (Davis Samuel). The Davis Samuel nominees directors committed the Company to a series of transactions involving expenditure totalling \$1,526,000. ASX ruled that the transactions required shareholder approval. Shareholders subsequently voted against approving the transactions.

In December 1998, the Company entered into a settlement agreement with Davis Samuel and its directors which effectively provided for the repayment of the funds expended, and the Company would in turn transfer its shares and options in Kanowna Lights Limited (the Kanowna Securities) to Davis Samuel.

The Commonwealth of Australia (the Commonwealth) in proceedings in the Supreme Court of the Australian Capital Territory claimed that it was entitled to a constructive trust over the Kanowna Securities and obtained an injunction preventing the Company from selling or otherwise disposing of them. The Commonwealth has claimed that as constructive trustee, the Commonwealth claims the Company is liable to account for the market value of the shares at the time they were acquired. The Commonwealth gave an undertaking as to damages.

Subsequently, in September 1999, Davis Samuel purported to rescind the December 1998 Settlement Agreement.

The Commonwealth is on notice that if the Company suffers damages as a result of the Commonwealth's injunction, and the Commonwealth ultimately fails to prove its constructive trust claim, the Company will claim the damages from the Commonwealth.

$(2)$ Legal action against Davis Samuel The Company, as a party to the proceedings instituted by the Commonwealth, issued cross-claims against Davis Samuel and several other parties including Messrs Allan Endresz, Peter Cain, William Forge, David Muir and Peter Clark.

In July 2001 Messrs William Forge, David Muir and Peter Clark were charged in relation to offences under the Corporations Law of Western Australia relating to the October 1998 transactions, pursuant to which the Company expended \$1,526,000. In March 2004 Messrs Forge & Clarke were convicted and sentenced on charges of making improper use of their positions as company directors.

The Company made an application to the Court for a reparation order to be made against Mr Forge and Mr Clark however the Court declined to make a reparation order.

4. Effect of the Issue

$4.1$ Capital structure on completion of the Issue

Issued Capital	Number of Shares	Number of non- transferable Options	Number of 2007 Options
Balance at 30/06/2005	82,978,270	29,100,000
Exercise of Options to 14/03/2006	6,650,000	(6,650,000)
Issue of Options 01/08/2005		3,000,000
Issue of Shares 06/03/2006	4,000,000
Offer $1$			46,814,135
Approval of changes to Options $2$		(11,950,000)	11,950,000
Total securities after the Issue	93,628,270	13,500,000 3	58,764,135

¹This is assuming no further Options are exercised between the date of this Prospectus and the ex entitlement date. Up to a maximum of 59,539,135 Securities may be issued depending on the number of existing Options exercised between the date of this Prospectus and the ex entitlement date.

²On 1 March 2006 the Shareholders approved the variation of the terms and conditions of 13,950,000 Options issued to the Directors, and employees and consultants to the Company. Since the general meeting 2,000,000 of these Options have been exercised by Directors. The number of remaining Options that will be varied will depend upon the Company and the Optionholders entering into deeds of variation. If an Optionholder does not enter into a deed of variation, their Options remain non-transferable and will not be 2007 Options.

³The Company has granted 13,500,000 non-transferable Options exercisable at \$0.12 on or before 30 April 2007 to RAB Special Situations LP.

$4.2$ Pro forma statement of financial position

	Audited Actual 30/06/05	Unaudited 31/12/05	Pro Forma 31/12/05
	\$	\$	\$
Current Assets
Cash assets	1,550,702	868,061	3,359,433
Receivables	431,612	113,694	113,694
Other Investments		637,659	637,659
Other	47,977	27,395	27,395
Total Current Assets	2,030,291	1,646,809	4,138,181
Non Current Assets
Investments	1,949,803	3,013,719	3,013,719
Plant & equipment	112,518	95,166	95,166
Deferred exploration, evaluation &
development	4,393,373	4,856,617	4,856,617
Total Non Current Assets	6,455,694	7,965,502	7,965,502
Total Assets	8,485,985	9,612,311	12,103,683
Current Liabilities
Payables	274,594	106,266	106,266
Interest bearing liabilities	6,379	6,608	6,608
Provisions	17,241	1,884	1,884
Total Current Liabilities	298,214	114,758	114,758
Non Current Liabilities
Interest bearing liabilities	29,498	26,136	26,136
Total Non Current Liabilities	29,498	26,136	26,136
Total Liabilities	327,712	140,894	140,894
Net Assets	8,158,273	9,471,417	11,962,789
Equity
Contributed equity	6,581,394	6,970,119	9,461,491
Foreign currency translation reserve		21,611	21,611
Retained Earnings	1,576,879	2,479,687	2,479,687
Total Equity	8,158,273	9,471,417	11,962,789

Basis of Preparation

The pro forma statement of financial position has been prepared in accordance with the draft ASIC Guide to Disclosing Pro Forma Financial Information (issued July 2005). The pro forma statement of financial position is based on the statement of financial position as at 31 December 2005 that has then been adjusted to reflect the following material transactions:

Significant Movements since 31 December 2005

$(1)$ Exercise of Options - 2,016,000 Shares issued raising \$302,400;

• $(2)$ On 8 March 2006 the Company issued 4,000,000 Shares at \$0.25 per Share to a sophisticated investor to raise \$1,000,000:
• On 13 March 2006 Messrs John W Barr and Neil Biddle each exercised $(3)$ 1,000,000 Options to raise \$300,000; and

Effect of the Issue

$(4)$ The issue of between 46,814,135 and 59,539,135 Securities pursuant to this Prospectus to raise between \$936,282,70 and \$1,190,782 before costs of the Offer of approximately \$47,310. The pro-forma is prepared on the basis that the Offer raises \$888,972,70 after costs.

$4.3$ Market price of Shares

The highest and lowest market sale prices of the Company's Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

\$0.33 per Share on 15 February 2006 Highest:

Lowest: \$0.185 per Share on 15 December 2005

¹The highest price was also recorded on 17 February 2006.

The latest available market sale price of the Company's Shares on ASX prior to the date of lodgement of this Prospectus with the ASIC was \$0.27 per Share on 14 March 2006.

$4.4$ Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

$5.$ Additional information

$5.1$ Rights and obligations attaching to Shares

The rights attaching to the ownership of the Shares are detailed in the Constitution. a copy of which can be inspected at the registered office of the Company during Set out below is a summary of the rights, liabilities, normal business hours. privileges and restrictions that will attach to a Share issued upon exercise of a 2007 Option.

$(1)$ Ownership

Once the Share is issued the Optionholder will have full legal and beneficial ownership of the Share.

$(2)$ Liabilities

Shares issued upon exercise of a 2007 Option are fully paid ordinary Shares. There is no liability on a holder of these Shares to contribute any further amount to the Company.

$(3)$ Pari passu ranking

Each Share issued upon exercise of a 2007 Option will rank equally in all respects with all other issued fully paid ordinary Shares of the Company.

$(4)$ Entitlements

Each Share carries with it an entitlement to participate in all dividends and pro-rata issues, or other distributions made in respect of Shares in the Company with a record date after the date on which the Shares are issued in the Shareholder's name.

$(5)$ Meeting and voting

Each holder of Shares will be entitled to receive notice of, and attend and vote at, general meetings of the Company. At a general meeting, every Shareholder present in person or by proxy, representative or attorney will have one vote on a show of hands and, on a poll, one vote for each Share held.

$(6)$ Notices

Each holder of Shares will be entitled to receive all notices, accounts and other documents required to be given to Shareholders under the Constitution of the Company and the Corporations Act.

$5.2$ Terms and conditions attaching to 2007 Options

$(1)$ Entitlement

The 2007 Options entitle the holder to subscribe for one (1) unissued Share upon the exercise of each 2007 Option.

$(2)$ Exercise Price

The exercise price of each 2007 Option is A\$0.15.

$(3)$ Expiry Date

Each 2007 Option expires 31 May 2007.

$(4)$ Exercise Period

The 2007 Options are exercisable at any time on or prior to the Expiry Date.

$(5)$ Notice of Exercise

The 2007 Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each 2007 Option being exercised. Any notice of exercise of a 2007 Option received by the Company will be deemed to be a notice of the exercise of that 2007 Option as at the date of receipt.

$(6)$ Shares issued on exercise

Shares issued on exercise of the 2007 Options rank equally with the Shares of the Company.

$(7)$ Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of Shares issued upon the exercise of the 2007 Options.

$(8)$ Timing of issue of Shares

After a 2007 Option is validly exercised, the Company must as soon as possible:

• $(i)$ issue the Share; and
• $(ii)$ do all such acts matters and things to obtain:
• $(A)$ the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the 2007 Option; and
• $(B)$ receipt of cleared funds equal to the sum payable on the exercise of the 2007 Options.
• $(9)$ Participation in new issues

There are no participation rights or entitlements inherent in the 2007 Options and holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the 2007 Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give 2007 Optionholders the opportunity to exercise their 2007 Options prior to the date for determining entitlements to participate in any such issue.

$(10)$ Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• $(i)$ the number of Shares which must be issued on the exercise of an option will be increased by the number of Shares which the 2007 Optionholder would have received if the 2007 Optionholder had exercised the 2007 Option before the record date for the bonus issue: and
• $(ii)$ no change will be made to the Exercise Price.
• $(11)$ Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a 2007 Option will be reduced according to the following formula:

New exercise price = $\underline{O - E [P - (S+D)]}$
N+1

• $\circ$ the old Exercise Price of the 2007 Option. $\equiv$
• F. the number of underlying Shares into which one (1) 2007 $\equiv$ Option is exercisable.
• p average market price per Share weighted by reference to $\overline{\phantom{a}}$ volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
• the subscription price of a Share under the pro rata issue. S. $=$
• D. $\equiv$ the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• the number of Shares with rights or entitlements that must be N held to receive a right to one (1) new Share.
• Adjustments for reorganisation $(12)$

If there is any reconstruction of the issued share capital of the Company, the rights of the 2007 Optionholder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

$(13)$ Quotation of 2007 Options

Application for quotation of the 2007 Options will be made by the Company.

$(14)$ 2007 Options transferable

The 2007 Options are transferable.

$(15)$ Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the 2007 Options with the appropriate remittance should be lodged at the Company's share registry.

$5.3$ Underwriting Agreement

The Underwriter has agreed to underwrite the Offer in accordance with the terms and conditions of the Underwriting Agreement.

The Underwriter will be paid by the Company an underwriting fee of \$20,000.

The Underwriter is required to subscribe for the Shortfall Securities. The Underwriting Agreement provides for the appointment of sub-underwriters (see Section 5.4) and was conditional upon The Underwriter obtaining binding subunderwriting commitments in respect of the entire Offer by 8 March 2006. This condition has been satisfied.

The Underwriter may terminate its obligation to satisfy a shortfall if any of the termination events specified in the Underwriting Agreement occur. These events are summarised as follows:

• $(1)$ Prospectus: any of the following occurs in relation to the Prospectus:
• $(i)$ the Underwriter reasonably forms the view that there is a material omission, it contains a material statement which is misleading or deceptive, or a material statement has become misleading or deceptive;
• $(ii)$ the Underwriter reasonably forms the view that any projection or forecast in the Prospectus becomes, to a material extent, incapable of being met or unlikely to be met in the projected time;
• $(iii)$ ASIC gives notice of intention to hold a hearing under section 739(2) of the Corporations Act or makes an interim order under section 739(3) of the Corporations Act; or
• $(iv)$ any person other than the Underwriter who consented to being named in the Prospectus withdraws that consent;
• $(2)$ supplementary prospectus: the Underwriter reasonably forms the view that a supplementary or replacement document (as appropriate) must be lodged with ASIC under section 719 or section 724 of the Corporations Act and the Company does not lodge a supplementary or replacement document (as the case may be) in the form and content and within the time reasonably required by the Underwriter;
• $(3)$ ASX listing: ASX does not give approval for the 2007 Options to be listed for official quotation, or if approval is granted, the approval is subsequently withdrawn, qualified or withheld;
• $(4)$ index change: the ASX All Ordinaries Index as determined at close of trading falls at least 10% below its level at the close of trading on the date of the Underwriting Agreement for any three consecutive trading days during the underwriting period;
• $(5)$ indictable offence: a director of the Company or any related corporation is charged with an indictable offence:

• $(6)$ return of capital or financial assistance: the Company or a related corporation takes any steps to undertake a proposal contemplated under section 257A or passes or takes any steps to pass a resolution under section 260B of the Corporations Act, without the prior written consent of the Underwriter:

• $(7)$ banking facilities: the Company's bankers not terminating or issuing any demand or penalty notice or amending the terms of any existing facility or claiming repayment or accelerated repayment of any facility or requiring additional security for any existing facility;

• change in laws: any of the following occurs: $(8)$
• $(i)$ the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of Australia: or
• $(ii)$ the public announcement of prospective legislation or policy by the Federal Government, or the Government of any State or Territory; or
• $(iii)$ the adoption by the ASIC, its delegates, ASX, the Reserve Bank of Australia or any other regulatory authority of any regulations or policy,

which does or is likely to prohibit, restrict or regulate the principal business of the Company, the Offer or the operation of stock markets generally:

• $(9)$ failure to comply: the Company or any related corporation fails to comply with any of the following:
• $(i)$ a provision of its Constitution;
• $(ii)$ any statute;
• $(iii)$ a requirement, order or request, made by or on behalf of the ASIC or any Governmental Agency; or
• $(iv)$ any material agreement entered into by it.

which is likely to prohibit or materially restrict the business of the Company or the Offer;

• $(10)$ alteration of capital structure or constitution: the Company alters its capital structure or its Constitution without the prior written consent of the Underwriter:
• $(11)$ extended force majeure: a force majeure, which prevents or delays an obligation under the Underwriting Agreement, lasting in excess of two (2) weeks occurs;
• $(12)$ default: the Company is in default of any material term and condition of the Underwriting Agreement or breaches any warranty or covenant given or made by it under the Underwriting Agreement;
• $(13)$ adverse change: any adverse change occurs which materially impacts or is likely to impact the assets, operational or financial position of the Company or a related corporation (including but not limited to an administrator, receiver, receiver and manager, trustee or similar official being appointed over any of the assets or undertaking of the Company or a related corporation);

• $(14)$ investigation: any person is appointed under any legislation in respect of companies to investigate the affairs of the Company or a related corporation:

• $(15)$ due diligence: there is a material omission from the results of the due diligence investigation performed in respect of the Offer or the results of the investigation or the verification material are false or misleading:

• $(16)$ prescribed occurrence: a prescribed occurrence occurs:
• $(17)$ suspension of debt payments: the Company suspends payment of its debts generally;
• $(18)$ event of insolvency: an event of insolvency occurs in respect of the Company or a related corporation;
• judgment against a related corporation: a judgment in an amount $(19)$ exceeding \$50,000 is obtained against the Company or a related corporation and is not set aside or satisfied within seven (7) days:
• $(20)$ calamity: the occurrence of any calamity or crisis or any change in financial, political or economic conditions or currency exchange rates or controls in Australia or any restriction or limitation on the nature/basis of trading of equities on ASX; and
• $(21)$ market conditions: any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or the international financial markets or any material adverse change occurs in national or international political, financial, economic conditions, in each case the effect of which is that, in the reasonable opinion of the Underwriter, reached in good faith, it is impracticable to market the Offer or to enforce contracts to issue and allot or sub-underwrite the Securities or that the success of the Offer is likely to be adversely affected.

Nothing contained in the termination events set out in numbered paragraph (1) to (21) in this Section prejudice or nullify any claims for damages that the Underwriter may have against the Company for or arising out of any breach of covenant or failure by the Company to observe or perform the obligations on its part contained in the Underwriting Agreement.

The Company has agreed to indemnify the Underwriter and its officers and employees against all loss arising in any way out of any breach of law (whether by act or omission) in relation to the Offer or the Prospectus or issue or out of any announcement, advertising, publicity or other promotion made or distributed by the Company or on its behalf in relation to the Offer or the Prospectus, and such indemnity extends to all reasonable costs and expenses (including reasonable legal costs on a frill indemnity basis) in connection with them.

The indemnity in the Underwriting Agreement does not extend to an indemnity against any loss arising out of the wilful misconduct, fraud or negligence of the Underwriter.

$5.4$ Directors' interests in Company securities and sub-underwriting obligations

The Directors or their nominees currently each hold Shares and Options.

The Directors or their nominees have each agreed to sub-underwrite part of the Offer. Their sub-underwriting commitments are on the same terms as subunderwriting commitments from others, and are unconditional and irrevocable. However, if the Offer does not proceed, or the Underwriter terminates its obligations under the Underwriting Agreement, the sub-underwriting arrangements

terminate immediately. The sub-underwriters will not be paid a sub-underwriting fee.

If there are any Shortfall Securities the Underwriter will determine the obligations of each of the sub-underwriters in accordance with the sub-underwriting agreements. The percentage of Shortfall Securities sub-underwritten by each Director is in the table below.

The Directors' and their nominees current shareholdings and interests in Options and their sub-underwriting obligations are as follows:

	Mr John W Barr	Mr Neil Biddle	Mr Terence Smith	Mr Michael Bowen
Current Number of Shares	8,904,750	5,761,868	1,600,000	750,002
Current number of Options	1,300,000	3,500,000	2,000,000	1,100,000
Entitlement to 2007 Options under the Offer 1	4,452,375	2,880,934	800,000	375,000
Maximum number of 2007 Options under the Sub- underwriting commitment 1	16,000,000	16,000,000	5,500,000	5,500,000
Percentage of 2007 Options under the Sub-underwriting commitment 1	26.9%	26.9%	9.2%	9.2%
Maximum number of 2007 Options following the Offer 2	20,452,375	18,880,934	6,300,000	5,875,000
Maximum percentage of 2007 Options following the Offer 2	33.11%	30.57%	10.20%	9.52%
Maximum number of Shares on fully diluted basis following the Offer 2	29,357,125	24,642,802	7,900,000	6,625,002
Percentage of Shares on fully diluted basis following the Offer 2	18.98%	15.94%	5.11%	4.28%

¹Assuming that all Options currently on issue are exercised prior to the ex entitlement date, so that the Offer is for 59,539,135 Securities.

²Assuming no Shareholders other than Directors and their nominees take up their entitlements under the Offer.

At the time of lodging the Prospectus the Directors and their nominees have indicated that they will take up their full entitlement under the Offer.

$5.5$ Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules of ASX.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 5.6 below).

$5.6$ Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Issue, a copy of:

• $(1)$ the Annual Report of the Company for the year ended 30 June 2005, being the last financial year for which an annual financial report has been lodged with the ASIC in relation to the Company before the issue of this Prospectus;
• $(2)$ the half-year financial report for the half-year ended 31 December 2005, being the last half-year financial report lodged with the ASIC by the Company after the lodgement of the Annual Report and before the issue of this Prospectus;
• $(3)$ the following continuous disclosure notices given by the Company to notify ASX of information relating to the Company during the period from the date of lodgement of the Annual Report referred to in paragraph (1) and before the date of issue of this Prospectus are as follows:

Date Lodged	Subject of Announcement
25.10.05	Notice of Annual Report 2005
25.10.05	Notice of AGM
31.10.05	Appendix 5B September 2005
31.10.05	Quarterly Report September 2005
04.11.05	Appendix 3Y Change in Directors Interest
14.11.05	Directors' Interest Appendix 3Y
14.11.05	Company Secretary Change
24.11.05	Results of AGM 2005
25.11.05	Change of Interest of Substantial Holder
19.01.06	Exercise of Options

Date Lodged	Subject of Announcement
23.01.06	Pro Rata Offer to Shareholders
24.01.06	Sale of Red Rock Investment
25.01.06	Thor Mining PLC announces significant upgrade
31.01.06	Notice of General Meeting
31.01.06	Quarter Report December 2005
31.01.06	Appendix 5B - December 2005
06.02.06	Directors' Interest Appendix 3Y
13.02.06	Exercise of Options - Appendix 3B
15.02.06	Exploration Clearance Received for Manbarrum Project
24.02.06	Option offer Underwritten
28.02.06	Correction of Timetable
01.03.06	Results of General Meeting
06.03.06	Placement of \$1 million
09.03.06	Appendix 3B New Issues
13.03.06	Changes in Director's Interests Notice x 2
14.05.06	Amended Change of Director's Interest Notice x2
15.03.06	Half-annual Financial Report
15.03.06	708A Notice
15.03.06	Appendix 3B New Issues

The following documents are available for inspection throughout the application period of this Prospectus during normal business hours at the registered office of the Company at Level 3, 30 Richardson Street, West Perth, Western Australia:

• $(1)$ this Prospectus;
• Constitution; and $(2)$
• $(3)$ the consents referred to in Section 5.13 and the consents provided by the Directors to the issue of this Prospectus.

Information excluded from continuous disclosure notices $5.7$

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

5.8 Determination by the ASIC

The ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Securities under this Prospectus.

5.9 Directors' interests

Except as disclosed in this Prospectus, no Director or proposed director, and no firm in which a Director or proposed director is a partner:

• $(1)$ has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
• $(2)$ has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

$5.10$ Directors remuneration

Shareholders have approved an aggregate amount of up to \$200,000 to be paid as Directors' fees.

The Directors have resolved that each Director receive the amount of \$30,000 per annum as directors fees.

The Company uses the management consulting services of Kensington Consulting Pty Ltd, a company of which Mr J W Barr is a director. The management consulting services are provided on an arms length basis.

The Company uses the management consulting and entertaining services of Hatched Creek Pty Ltd and Hannan Street Corporate Charters, both entities of which Mr N Biddle is a director. The management consulting and entertaining services are provided on an arms length basis.

The Company uses the legal services of Hardy Bowen, of which Mr M Bowen is a partner. The services are provided on an arms length basis.

Services to the Company are based on normal commercial terms and charged on a time basis. Amounts invoiced to the Company in the eight months to 28 February 2006 (excluding directors fees) are:

	\$
Kensington Consulting Pty Ltd	62,700
Hatched Creek Pty Ltd	40,700
Hannan Street Corporate Charters	23,100
Hardy Bowen	21,110

$5.11$ Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• $(1)$ has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer: or
• has been paid or given or will be paid or given any amount or benefit in $(2)$ connection with the formation or promotion of the Company or the Offer.

Hardy Bowen will be paid approximately \$10,000 in fees for legal services in connection with the Offer.

Kirke Securities Limited will be paid a fee of \$20,000 as Underwriter to the Offer.

$5.12$ Expenses of Issue

The estimated expenses of the Issue are as follows:

ASIC Lodgement fee	2,010
ASX quotation fee	5,145
Underwriting Fee	20,000
Legal expenses	10,000
Printing, mailing and other expenses	10,155
Total	47,310

$5.13$ Consents

The following consents have been given in accordance with the Corporations Act and have not been withdrawn as at the date of lodgement of this Prospectus with the ASIC:

Kirke Securities Limited has not authorised or caused the issue of the Prospectus and takes no responsibility for any part of the Prospectus other than the references to its name and does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based other than as specified in this Section and a statement included in this Prospectus with the consent of Kirke Securities Limited as specified in this Section. To the maximum extent permitted by law, Kirke Securities Limited expressly disclaims liability to any person in the event of any omission from, or any misleading or deceptive statement included in the Prospectus.

Hardy Bowen has given, and has not withdrawn, their written consent to being named in this Prospectus as solicitors to the Company. Hardy Bowen have not authorised or caused the issue of this Prospectus or the making of the Offer. Hardy Bowen make no representation regarding, and to the extent permitted by law exclude any responsibility for, any statements in or omissions from any part of this Prospectus.

KPMG has given consent to being named as Auditor in this the Prospectus. With the exception of the consent stated above, KPMG has not authorised the issue of the Prospectus. Accordingly, it makes no representation regarding, and takes no responsibility for, any other statements or material in, or omissions from, the Prospectus.

Computershare Investor Services Pty Ltd has given and, as at the date hereof, has not withdrawn, its written consent to be named as share Registrar in the form and context in which it is named. Computershare Investor Services Pty Ltd has had no involvement in the preparation of any part of this Prospectus other than being named as share registrar of the Company. Computershare Investor Services Pty Ltd has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

6. Authorisation

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

John W Barr Executive Chairman

Dated: 15 March 2006

$\overline{z}$ Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

"2007 Option" means an option over an unissued Share exercisable at A\$0.15 on or before 31 May 2007 on the terms and conditions in Section 5.1.

"2007 Optionholder" means the holder of 2007 Options.

"Acceptance" means a valid application for Securities made pursuant to this Prospectus on an Entitlement and Acceptance Form.

"Annual Report" means the financial report lodged by the Company with ASIC in respect to the year ended 30 June 2005 and includes the corporate directory, chairman's report, review of activities, Shareholder information, financial report of the Company and its controlled entities for the year ended 30 June 2005, together with a Directors' report in relation to that financial year and the auditor's report for the period to 30 June 2005.

"Applicant" means a person who submits an Entitlement and Acceptance Form.

"Application Monies" means application monies for Securities received by the Company.

"ASIC" means Australian Securities and Investments Commission.

"ASTC" means ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532.

"ASX" means Australian Stock Exchange Limited ACN 008 129 164.

"Board" means the Directors meeting as a board.

"Business Day" means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

"CHESS" means ASX Clearing House Electronic Subregistry System.

"Closing Date" means 7 April 2006 or such later date as the Directors may determine.

"Company" or "TNG" means Tennant Creek Gold Limited ACN 000 817 023

"Constitution" means the constitution of the Company as at the date of this Prospectus.

"Corporations Act" means Corporations Act (Cth) 2001.

"Directors" means the directors of the Company as at the date of this Prospectus.

"Eligible Shareholder" means a person registered as the holder of Shares on the Record Date whose registered address is in Australia and New Zealand.

"Entitlement and Acceptance Form" or "Form" means the entitlement and acceptance form attached to this Prospectus that sets out the entitlement of Shareholders to subscribe for Securities pursuant to the Issue.

"Issue" or "Offer" means the non-renounceable pro rata offer by the Company pursuant to this Prospectus of up to 59.539.135 Securities at \$0.02 per Security.

"Issuer Sponsored" means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

"Listing Rules" means the Listing Rules of ASX.

"Official List" means the official list of ASX.

"Official Ouotation" means quotation of Securities on the Official List.

"Option" means the right to acquire one ordinary fully paid Share in the capital of the Company.

"Optionholders" means a holder of Options.

"Prospectus" means this prospectus dated 15 March 2006.

"Record Date" means 5:00pm (WST) on 23 March 2006 being the date for the determination of entitlements of Shareholders of the Company to participate in the Offer.

"Relevant Company" means the Company and each subsidiary of the Company.

"Section" means a section of this Prospectus.

"Securities" means the 2007 Options issued pursuant to this Prospectus.

"SCH" means Securities Clearing House.

"Shareholders" means holders of Shares.

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

"Shortfall Application Form" the application form attached to this Prospectus to subscribe for Shortfall Securities.

"Shortfall Securities" means that number of the Securities that have not validly been applied for by the Closing Date.

"\$" means Australian dollars.

"Underwriter" means Kirke Securities Limited.

"Underwriting Agreement" means the underwriting agreement between the Company and the Underwriter.

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