TIVAN LIMITED — Proxy Solicitation & Information Statement 2005

Apr 20, 2005

TENNANT CREEK GOLD LIMITED

ACN 000 817 023

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 20 May 2005 (WST) at 9.30am.

This Notice 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 Secretary by telephone on 9327 0900.

TENNANT CREEK GOLD LIMITED

ACN 000 817 023

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of the Company will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 20 May 2005 at 9.30am.

The Proxy Form and Explanatory Memorandum forms part of this Notice.

The Directors have determined in accordance with requlation 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered as Shareholders of the Company at 5.00pm on 18 May 2005 (WST).

AGENDA

Resolution 1 - Approval of RAB Placement $\mathbf{1}$

$1.1$ Resolution

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 13,500,000 Shares each at A\$0.10 with one (1) free attaching option ("RAB Securities") and on the terms and conditions in the Explanatory Memorandum."

$1.2$ Voting exclusion

The Company will disregard any votes cast on this Resolution by a person who receives securities in relation to the issue, or any associate of such a person.

However, the Company will not disregard a vote if:

• $(a)$ it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
• $(b)$ it is cast by the person chairing the General 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 2 - Approval of Placement Facility $2.$

$2.1$ Resolution

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

"That, in accordance with Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 30,000,000 Shares each at an issue price of at least 80% of the average market price of the Shares calculated in accordance with Listing Rule 7.3.3 ("Placement" Facility") and on the terms and conditions in the Explanatory Memorandum."

$2.2$ Voting exclusion

The Company will disregard any votes cast on this Resolution by a person, or their associate, who may participate in the Placement Facility and might obtain a benefit. (except a benefit solely in their capacity as holder of ordinary securities), if the Resolution is passed.

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 General 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 3 - Approval of Sale of Sunsphere Shares $3.$

$3.1$ Resolution

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

"That in accordance with ASX Listing Rules 11.2 and 11.4.1(b) Shareholders approve the sale to Thor of all of the issued capital of Sunsphere ("Sunsphere Shares") on the terms and conditions in the Explanatory Memorandum."

$3.2$ Voting exclusion

The Company will disregard any votes cast on this Resolution by a person, or their associate, who may participate in the issue of shares and might obtain a benefit. (except a benefit solely in their capacity as holder of ordinary securities), if the Resolution is passed.

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 General 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 Grant of Options to Mr John $\mathbf{4}$ W Barr

4.1 Resolution

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

"That in accordance with ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the grant of 2,500,000 Options to Mr John W Barr or his nominee on the terms and conditions in the Explanatory Memorandum."

4.2 Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr John W Barr or any of his associates. However, the Company will not disregard a vote if:

• $(a)$ it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
• $(b)$ it is cast by the person chairing the General 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 Grant of Options to 5. Mr Michael Bowen

$5.1$ Resolution

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

"That in accordance with ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the grant of 1,500,000 Options to Mr Michael Bowen or his nominee on the terms and conditions in the Explanatory Memorandum."

$5.2$ Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr Michael Bowen or any of his associates. However, the Company will not disregard a vote if:

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

Resolution 6 - Approval of Grant of Options to 6. Mr Terence Smith

$6.1$ Resolution

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

"That in accordance with ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the grant of 1,500,000 Options to Mr Terence Smith or his nominee on the terms and conditions in the Explanatory Memorandum."

$6.2$ Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr Terence Smith or any of his associates. However, the Company will not disregard a vote if:

• it is cast by the person as proxy for a person who is entitled to vote, in $(a)$ accordance with directions on the Proxy Form; or
• $(b)$ it is cast by the person chairing the General 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 7 – Approval of Grant of Options to 7. Mr Christopher Bath

$7.1$ Resolution

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 1,600,000 Options to Mr Christopher Bath or his nominee and on the terms and conditions in the Explanatory Memorandum."

$7.2$ Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr Christopher Bath or any of his associates. However, the Company will not disregard a vote if:

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

Resolution 8 - Approval of Grant of Options to Mr 8. Pedro Kastellorizos

$8.1$ Resolution

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 800,000 Options to Mr Pedro Kastellorizos or his nominee and on the terms and conditions in the Explanatory Memorandum."

$8.2$ Voting exclusion

The Company will disregard any votes cast on this Resolution by Mr Pedro Kastellorizos or any of his associates. However, the Company will not disregard a vote if:

• $(a)$ it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
• $(b)$ it is cast by the person chairing the General 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 9 - Section 195 Approval $9₁$

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

"That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the Directors completing the transactions as contemplated in this Notice."

By Order of the Board

Christopher Bath Company Secretary 20 April 2005

TENNANT CREEK GOLD LIMITED

ACN 000 817 023

EXPLANATORY MEMORANDUM

$1₁$ Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at The Celtic Club, Perth, Western Australia on 20 May 2005 at $9.30$ am.

The purpose of this Explanatory Memorandum is to provide information the Board believes is material to Shareholders in relation to the Resolutions in the Notice. The Explanatory Memorandum explains the Resolutions and identifies the Directors' decisions for putting them to Shareholders.

Resolution 1 - Approval of RAB Placement $2₁$

$2.1$ General

Resolution 1 seeks Shareholders' approval in accordance with Listing Rule 7.1 for the Directors to issue the 13,500,000 Shares to RAB each at an issue price of A\$0.10 with one (1) free attaching option to raise A\$1,350,000 before issue costs.

The placement, to London-based investment management company RAB, is to fund ongoing exploration and development activities at the Company's base metal and copper-gold-bismuth projects in the Northern Territory, Australia. The placement, representing 16.3% of the Company's issued share capital at the date hereof, will result in the introduction of a substantial strategic investor to the Company to support its ongoing activities in the Northern Territory.

$2.2$ Sandy Creek base metal project

The Sandy Creek project is located 70 kilometres north-east of Kununurra in the Northern Territory and was previously explored by a number of major mining companies, including Aquataine and BHP-Billiton. Sandy Creek is regarded as being highly prospective for the discovery of multiple Mississippi Valley-Style large-tonnage, high-grade zinc-lead-silver deposits.

The Company has obtained ministerial approval to apply for tenure over this outstanding base metals project.

The Company has applied for tenure, triggering the commencement of an advertising period which remains open for approximately four months, commencing February 2005. During this period the Company expects to sign an exploration agreement with the Northern Land Council.

Previous resource estimates for the Sandy Creek project predate the JORC Code and will be updated by the Company pending a planned comprehensive audit of the existing geological database and upgrade to digital format.

Regional drilling by previous explorers defined numerous occurrences of high-grade, near-surface lead-zinc mineralisation along a 23 kilometre long corridor immediately north of the main Sandy Creek zone. Geophysical surveys conducted by Delta Gold in the period 1992–1996 further increased the prospectivity of the region, resulting in the definition of first order gravity high anomalies in conjunction with Induced Polarisation trends along two structural corridors embracing the regional drill-defined mineralisation.

On completion of the database review and upgrade, the Company plans to carry out drilling to upgrade the existing resource estimates to current JORC compliance and to commence regional exploration outside of the main Sandy Creek project zone with a view to further increasing the project's resource base.

$2.3$ Tennant Creek Magnetic Gold-Copper-Bismuth prospects

The Company has a 100% interest in granted mining and exploration tenements in the immediate vicinity of the town of Tennant Creek, central Australia. These tenements contain numerous first order Tennant Creek style magnetic ironstone targets which have excellent potential to host significant gold and gold-copper-bismuth deposits.

Many of the prospects are hosted within the Warramunga Formation and have the same magnetic trend and magnitude as some of the world-class gold and gold-copperbismuth deposits mined in the Tennant Creek Inlier (for example, Warrego, White Devil and Nobles Nob). Over thirty first order magnetic anomalies still remain untested and represent excellent drill targets.

The Company's proposed exploration activities include a comprehensive review of the existing geological database and prioritisation of short-term drill targets, with a view to commencing drilling at the highest priority magnetic anomalies as soon as possible.

The Company intends to commence a significant exploration and evaluation program at its Sandy Creek and Tennant Creek projects, located in the Northern Territory of Australia.

$2.4$ Reason approval required

The RAB Securities exceed the 15% annual limit permitted under Listing Rule 7.1, and as such needs Shareholder approval. The effect of Shareholders passing Resolution 1 will be to approve the Company's ability to issue securities above that limit, to the extent of the RAB Securities.

Accordingly, to enable the Company to issue the RAB Securities it seeks Shareholder approval in accordance with Listing Rule 7.1.

$2.5$ Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that information be provided to Shareholders for the purpose of obtaining Shareholder approval for the RAB Placement in accordance with Listing Rule 7.1 as follows:

• the maximum number of securities the Company can issue is 13,500,000 $(a)$ Shares and 13,500,000 RAB Options:
• $(b)$ the Company will issue the RAB Securities no later than three months after the date of the General Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of Listing Rule 7.3.2);
• $(c)$ the issue price of the 13,500,000 Shares will each be A\$0.10 with one (1) free attaching RAB Option to raise A\$1.350,000 (before issue costs). The RAB

Options expire 30 April 2007 and are each exercisable at \$0.12. Further terms and conditions are in Schedule 1:

• the RAB Securities will be issued to RAB (who is not a party related to the $(d)$ Company);
• the Shares that constitute the RAB Securities are fully paid ordinary shares in $(e)$ the Company;
• the funds raised will be used to commence a significant exploration and $(f)$ evaluation program at the Company's Sandy Creek and Tennant Creek projects, located in the Northern Territory of Australia;
• the RAB Securities will be issued the earlier of: $(q)$
• $(i)$ 31 May 2005; or
• $(ii)$ such other date as the Parties may agree in writing; and
• a voting exclusion statement is included in the Notice at paragraph 1.2. $(h)$

Resolution 2 - Approval of Placement Facility $3₁$

$3.1$ General

Resolution 2 seeks Shareholders' approval in accordance with Listing Rule 7.1 for the Directors to issue up to 30,000,000 Shares each at an issue price of at least 80% of the average market price of the Shares calculated in accordance with Listing Rule 7.3.3.

The capital raised from the Placement Facility will also be used to fund the Sandy Creek and Tennant Creek projects as described at 2.2 and 2.3.

$3.2$ Reason approval required

The Company can only issue up to a 15% limit on the amount of securities it can issue under Listing Rule 7.1. The Placement Facility exceeds this 15% limit.

Accordingly, to enable the Company to issue securities under the Placement Facility it seeks Shareholder approval in accordance with Listing Rule 7.1.

$3.3$ Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that information be provided to Shareholders for the purpose of obtaining Shareholder approval for the Placement Facility in accordance with Listing Rule 7.1 as follows:

• $(a)$ the maximum number of Shares the Company can issue is 30,000,000;
• the Company will issue the Shares progressively and no later than three $(b)$ months after the date of the General 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) the issue price of the 30,000,000 Shares will be at least 80% of the average market price of the Shares calculated in accordance with Listing Rule 7.3.3;

• $(d)$ the Shares will be allotted to persons whom the Directors in their absolute discretion shall determine who are unknown at this stage;

• $(e)$ the Shares are fully paid ordinary shares in the Company;

• $(f)$ the funds raised will be used to commence a significant exploration and evaluation program at the Company's Sandy Creek and Tennant Creek projects, located in the Northern Territory of Australia; and
• a voting exclusion statement is included in the Notice at paragraph 2.2. $(q)$

Resolution 3 - Approval of Sale of Sunsphere Shares $\mathbf{A}$

4.1 General

Resolution 3 seeks Shareholder authorisation for the Directors to dispose of all of the issued capital in Sunsphere to Thor in accordance with the Offer.

Sunsphere is a wholly owned subsidiary of the Company.

Sunsphere is the registered holder of, or applicant to, seven tenements in the Hatches Creek, Molyhil and Thring Creek projects. Four of these tenements are wholly owned by Sunsphere and three are jointly owned.

Thor has offered to buy all of the issued share capital of Sunsphere from the Company and thereby effectively acquire the tenements.

The Company is aware that Thor intends to list on the AIM (United Kingdom) and that Thor does not intend to offer securities to Shareholders or intend to lodge a prospectus in Australia.

$4.2$ Reason approval required

The sale of all of the issued capital in Sunsphere constitutes a disposal of a major asset of the Company under the Listing Rules.

Under Listing Rule 11.2 a company may only dispose of a major asset of the Company if the approval of Shareholders is obtained. Accordingly, the Company seeks approval for the disposal of the Sunsphere Shares pursuant to Listing Rule 11.2.

Under Listing Rule 11.4 a company must not dispose of a major asset if, at the time of disposal, it is aware that the person acquiring the asset intends to issue or offer securities with a view to becoming listed unless:

• the securities, except those to be retained by the company, are offered pro- $(a)$ rata to holders of ordinary shares in the company, or in any other way that, in ASX's opinion is fair and reasonable in all the circumstances; or
• holders of ordinary securities in the company approve the disposal without $(b)$ making the above pro rata offer.

Accordingly, the Company seeks the approval for the disposal of the capital of Sunsphere Shares in accordance with Listing Rule 11.4 so that ordinary shares in Thor do not have to be offered to Shareholders.

A voting exclusion statement is included in the Notice at paragraph 3.2.

4.3 Specific information required by ASX Guidance Note 13

ASX Guidance Note 13 requires that information be provided to Shareholders for the purpose of obtaining Shareholder approval for the sale of the Sunsphere Shares as follows:

• $(a)$ the asset being disposed of is all of the issued capital in Sunsphere which owns the tenements in paragraph 4.1:
• Thor is proposing to raise £2,000,000 by the issue of Thor Shares on AIM $(b)$ each at £0.02. The Company will be issued 45,000,000 Thor Shares plus paid £250,000, as consideration for the Sunsphere Shares. The 45,000,000 Thor Shares will be locked up for a period of 12 months. This consideration equates to approximately A\$2,738,000 in value (on the basis that A\$1,00 equals £0.42). If Thor does not list on AIM it will become a subsidiary of the Company and other funding arrangements will be considered:
• the carrying value of the Sunsphere Shares as shown on the Company's latest $(c)$ financial statement is A\$1,850,000;
• $(d)$ the consideration for the Sunsphere Shares is the issue by Thor to the Company of:
• 45.000,000 Thor Shares; and $\left($ i)
• $(ii)$ Payment of £250,000;
• $(e)$ the Offer between the Company and Thor is the only material agreement relevant to the disposal of the Sunsphere Shares;
• $(f)$ the disposal of Sunsphere Shares and the listing of Thor on AIM have been undertaken for a number of reasons, including:
• $\left($ i) the fact that there is a very strong appetite in the United Kingdom investment market for companies with projects in specialty metals such as molybdenum and tungsten and as a result it has allowed Thor to propose a raising in excess of A\$4,500,000 to fund ongoing activities on these projects; and
• $(ii)$ the Company has identified the Sandy Creek project as a possible world class region to host what it believes to be a potentially significant base metal project which has high potential for the identification of multiple Mississippi Valley style zinc-lead-silver deposits. This has been ascertained from previous extensive exploration by predominantly major companies including BHP. The Company believes that it should focus its efforts on the exploration and evaluation of this project and exploration at its Tennant Creek Magnetic gold-copper-bismuth prospects;
• on completion of the sale of the Sunsphere Shares, the Company will continue $(g)$ to benefit from the progress of exploration of the projects at Hatches Creek, Molyhil and Thring Creek as holder of 45,000,000 Thor Shares. The Company will primarily focus on exploration and evaluation activities at the recently acquired Sandy Creek project.

Resolutions 4, 5 & 6 - Approval of Grant of Options to 5. Participating Directors

$5.1$ General

Resolutions 4, 5 and 6 seek Shareholder approval pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the issue of a total of 5,500,000 Options to Mr John W Barr, Mr Michael Bowen and Mr Terence Smith or their nominees (collectively the "Participating Directors").

The Participating Directors are non-executive Directors.

The purpose of the issue of the Options is for the Company to retain directors of calibre. The Company acknowledges that the issue of Options to non-executive Directors is contrary to recommendation 9.3 of the Principles of Good Corporate Governance and Best Practice Recommendations. However, the Board considers the issue of Options in Resolutions 4, 5 and 6 to be reasonable in the circumstances given the Company's size, stage of development, and the need to attract directors of high calibre while still maintaining a cash reserve.

There are currently a total of 6,500,000 Company options on issue to the Directors. These options have an expiry date of 31 May 2007 and an exercise price of \$0.15 and were issued to Directors or their nominees as follows:

Name of Director	Number of Options issued
Mr Neil Biddle	5,000,000
Mr John W Barr	500,000
Mr Michael Bowen	500,000
Mr Terence Smith	500,000

The 5,500,000 additional Options are being granted to the Participating Directors as an incentive to perform.

Each of Resolutions 4, 5 and 6 are separate resolutions and are not dependent on each other.

$5.2$ Reason approval required

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

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

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

Listing Rule 10.13 and section 219 of the Corporations Act require that information be provided to Shareholders for the purpose of obtaining Shareholder approval for the issue as follows:

$(a)$ 5,500,000 Options will be issued to the Participating Directors (or their nominees) as follows:

Name of Participating Director	Maximum number of Options to be issued
Mr John W Barr	Up to 2,500,000
Mr Michael Bowen	Up to 1,500,000
Mr Terence Smith	Up to 1,500,000

• $(b)$ Each Option is issued for nil consideration.
• $(c)$ Each Option entitles the holder to subscribe for one (1) Share at an exercise price of A\$0.15, exercisable on or before 31 May 2007. The Options will not be quoted on ASX. Further terms and conditions of the Options are in Schedule 2.
• $(d)$ The Company will issue the Options no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
• $(e)$ Each Participating Director has an interest in the Resolution under which the Options will be issued to him and therefore does not want to make a recommendation. Each Participating Director is in favour of the Resolution in relation to the issue of Options to be issued to other Participating Directors.
• The current Company shareholdings of the Participating Directors or their $(f)$ related entities are as follows:

Participating Director Shares		Options over Shares
Mr John W Barr	9,000,000	500,000
Mr Michael Bowen	793.747	500,000
Mr Terence Smith	1,747,016	500,000

• On the basis of the assumptions below, the technical value of one Option $(q)$ approximates A\$0.034. This valuation imputes a total value of A\$187,000 to the Options being issued to the Participating Directors. The value may go up or down after that date as it will depend on the future price of a Share. Black & Scholes methodology has been used, together with the following assumptions:

• interest rate set at the Commonwealth Government securities rate of $(i)$ 5.54%;

• $(ii)$ date of valuation is for the purposes of settling the current market value of a Share is 4 April 2005:

• at this date the share price was A\$0.12 which is the price used in the $(iii)$ valuation:
• the standard deviation of returns of the options is set at 56.12% which $(iv)$ is based on the Company's historical data; and
• that the options will not be exercised any earlier than 31 May 2007. $(v)$
• $(h)$ If the Shareholders approve the proposed grant of the Options, the exercise of those Options will result in a dilution of all other Shareholders' holdings in the Company of 7.9% based on issued Shares as at the date of this Notice and a dilution of 6.6% assuming shareholders approve Resolution 1.
• $(i)$ The market price of Shares would normally determine whether the Participating Directors will exercise the Options or not. If the Options are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.
• No funds will be raised by the issue of the Options as they are being issued for $(i)$ nil consideration.
• Shareholders have approved an aggregate amount of up to A\$200,000 to be (k) paid as directors' fees.

The Directors have resolved that each Participating Director receive remuneration as follows:

Participating Director	Base Remuneration (per annum)	Super Contributions	Total
Mr John W Barr	\$30,000	\$2,700	\$32,700
Mr Michael Bowen	\$30,000		\$30,000
Mr Terence Smith	\$30,000	\$2,700	\$32,700

The Company uses the management consulting services of Kensington Consulting Pty Ltd, a company of which Mr John W Barr is a director.

The Company used the legal services of Hardy Bowen Lawyers, a legal firm of which Mr Michael Bowen is a partner.

Services to the Company are based on normal commercial terms and charged on a time basis. Amounts invoiced to the Company in the six months to 31 December 2004 are

Participating Director Amounts Invoiced

Mr John W Barr	\$34,100
Mr Michael Bowen.	\$12,147

Mr Terence Smith

$(1)$ Historical share price information for the last twelve months is as follows:

	Price Date
		Highest \$0.145 9 July 2004
		Lowest $$0.09$ 18 October 2004 1
Last		\$0.13 19 April 2005

¹ Lowest price also recorded 20/09/04, 21/09/04, 22/09/04, 27/09/04, 09/06/04 and 24/05/04.

• $(m)$ Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 4, 5 and 6.
• Voting exclusion statements are included in the Notice at paragraphs 4.2, 5.2 $(n)$ and $6.2$ .
• As Shareholder approval is sought under Listing Rule 10.11 approval under (o) Listing Rule 7.1 is not required.
• Mr Neil Biddle recommends that Shareholders vote in favour of Resolutions 4, $(p)$ 5 and 6.

Resolutions 7 & 8 - Approval of Grant of Options to Mr 6. Christopher Bath and Mr Pedro Kastellorizos

$6.1$ General

Resolutions 7 and 8 seek Shareholders approval in accordance with Listing Rule 7.1 for the issue of 1.600.000 Options to Mr Christopher Bath and 800.000 Options to Mr Pedro Kastellorizos.

Mr Christopher Bath is the Company Secretary and Chief Financial Officer of the Company and has been employed with the Company for the last five years. He has played a key role in managing many aspects of the Company's activities.

Mr Pedro Kastellorizos joined the Company in January 2005 as Exploration Manager and has been instrumental in the acquisition and development of the Northern Territory properties, including Sandy Creek.

$6.2$ Reason approval required

The Options will be issued within the 15% annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval.

The effect of Shareholders passing Resolution 7 by approving the issue of the Options will be to restore the Company's ability to issue shares (or options) within that limit, to the extent of the 2,400,000 Options.

Accordingly, the Company seeks Shareholder approval for Resolution 7 in accordance with Listing Rule 7.1.

6.3 Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that information be provided to Shareholders for the purpose of obtaining Shareholder approval in accordance with Listing Rule 7.1 as follows:

• the Company will issue 1,600,000 Options to Mr Christopher Bath and $(a)$ 800,000 Options to Mr Pedro Kastellorizos:
• $(b)$ the maximum number of Options the Company can issue to Mr Christopher Bath is 1,600,000 Options and the maximum number of Options the Company can issue to Mr Pedro Kastellorizos is 800,000 Options;
• $\left( c\right)$ the Company will issue the Options no later than three months after the date of the General Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of Listing Rule 7.3.2):
• $(d)$ the Options will be issued for nil consideration;
• the Options will be issued to Mr Christopher Bath (or his nominee) and Mr (e) Pedro Kastellorizos (or his nominee), respectively;
• no funds will be raised by the issue of the Options as they are being issued for $(f)$ nil consideration; and
• $(q)$ voting exclusion statements are included in paragraphs 7.2 and 8.2 of the Notice.

Resolution 9 - Section 195 Approval $\overline{7}$ .

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

The Participating Directors have a material personal interest in the outcome of Resolutions 4, 5 and 6. In the absence of this Resolution 9, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 4, 5 and 6.

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

Resolution 9 is an ordinary resolution.

Conclusion and Recommendations 8.

The Directors believe that the Resolutions 1, 2, 3, 7, 8 and 9 are in the best interests of the Company and unanimously recommend Shareholders to vote in favour of these Resolutions

With respect to Resolutions 4, 5 and 6, each Participating Director has an interest in the appropriate Resolution under which Options will be issued to him and therefore does not want to make a recommendation with respect to that Resolution. Each Participating Director is in favour of the Resolution in relation to the issue of Options to be issued to other Participating Directors.

Action to be Taken by Shareholders $9₁$

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

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 General 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 General Meeting in person.

$10₁$ Definitions

In this Explanatory Memorandum, Notice of General Meeting and Proxy Form:

"AIM" means the Alternative Investment Market of the London Stock Exchange, United Kingdom.

"ASIC" means Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited ACN 008 624 691.

"Board" means the board of Directors.

"Company" means Tennant Creek Gold Limited ACN 000 817 023.

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

"Corporations Regulations" means the Corporations Regulations 2001 (Cth).

"Directors" means the directors of the Company.

"Explanatory Memorandum" means this explanatory memorandum.

"General Meeting" means the general meeting of the Shareholders to be held by the Company on 20 May 2005 at The Celtic Club, 48 Ord Street, West Perth, Western Australia at 9.30am.

"Listing Rules" means the official listing rules of ASX.

"Notice" means the notice of general meeting which accompanies the Explanatory Memorandum.

"Offer" means Thor's offer to buy from the Company the Sunsphere Shares as described in the share sale agreement made between Thor and the Company.

"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 Schedule 2.

"Participating Directors" means as defined in the Explanatory Memorandum.

"Placement Facility" means the placement facility in Resolution 2.

"Principles of Good Corporate Governance and Best Practice Recommendations" means the Principles of Good Corporate Governance and Best Practice Recommendations published by the ASX.

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

"RAB" means RAB Special Situations LP, a company incorporated in England and Wales.

"RAB Options" means an option over an unissued Share exercisable at A\$0.12 on or before 30 April 2007 on the terms and conditions in Schedule 1.

"RAB Placement" means as defined in Resolution 1.

"RAB Securities" means as defined in Resolution 1.

"Resolution" means a resolution in the Notice.

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

"Shareholder" means a shareholder of the Company.

"Sunsphere" means Sunsphere Pty Ltd (ACN 112 922 497), which is a wholly owned subsidiary of the Company.

"Sunsphere Shares" means as defined in Resolution 3.

"Thor" means Thor Mining plc, a company incorporated in England and Wales with Registered Number 05276414.

"Thor Share" means an ordinary full paid share in the capital of Thor.

Schedule 1

Terms and Conditions of RAB Options

$\ddagger$ . Entitlement

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

$2.$ Exercise Price

The exercise price of each option is A\$0.12.

3. Expiry Date

Each option expires 30 April 2007.

4. Exercise Period

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

5. Notice of Exercise

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

6. Shares issued on exercise

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

$\overline{7}$ . Quotation of Shares on exercise

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

8. Timing of issue of Shares

After an option is validly exercised, the Company must as soon as possible:

• issue the Share; and $(a)$
• $(b)$ do all such acts matters and things to obtain
• $\left($ i $\right)$ the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the option; and
• receipt of cleared funds equal to the sum payable on the exercise of $(ii)$ the RAB Options.

9. Participation in new issues

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

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holder of RAB Options the opportunity to exercise their RAB 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):

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

$11.$ Adjustment for rights issue

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

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

$N+1$

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

$12.$ Adjustments for reorganisation

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

$13.$ Quotation of RAB Options

No application for quotation of the RAB Options will be made by the Company.

$14.$ RAB Options transferable

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

Schedule 2

Terms and Conditions of Option

$\ddagger$ . Entitlement

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

$2.$ Exercise Price

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

3. Expiry Date

Each Option expires 31 May 2007.

4. Exercise Period

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

5. Notice of Exercise

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

6. Shares issued on exercise

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

7. Quotation of Shares on exercise

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

8. Timing of issue of Shares

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

• issue the Share; and $(a)$
• $(b)$ do all such acts matters and things to obtain
• the grant of quotation for the Share on ASX no later than 5 days from $(i)$ the date of exercise of the Option; and
• $(ii)$ receipt of cleared funds equal to the sum payable on the exercise of the Options.

9. Participation in new issues

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

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

$10.$ Adjustment for bonus issues of Shares

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

• the number of Shares which must be issued on the exercise of an Option will $(a)$ be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
• $(b)$ no change will be made to the Exercise Price.

$11$ Adjustment for rights issue

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

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

$N+1$

• $O =$ the old Exercise Price of the Option.
• $E =$ the number of underlying Shares into which one (1) Option is exercisable.
• $P =$ average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the exrights date or ex entitlements date.
• $S =$ the subscription price of a Share under the pro rata issue.
• $D =$ the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• $N$ the number of Shares with rights or entitlements that must be held to receive a right to one (1) new share.

$12.$ Adjustments for reorganisation

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

$13.$ Quotation of Options

No application for quotation of the Options will be made by the Company.

$14.$ Options non-transferable

The Options are non-transferable.

$15.$ Lodgement Instructions

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