TIVAN LIMITED — Proxy Solicitation & Information Statement 2006

Apr 3, 2006

NOTICE OF MEETING

4 April 2006

The Directors of Tennant Creek Gold Limited advise that there is to be a General Meeting of Shareholders to be held at 10.00am (WST) on 5 May 2006 at the Celtic Club, 48 Ord Street, West Perth, WA.

The purpose of this meeting and the actions to be taken by Shareholders are set out in the attached Notice of Meeting.

Yours faithfully TENNANT CREEK GOLD LIMITED

.
John W Barr Chairman

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Celtic Club, 48 Ord Street, West Perth on 5 May 2006 at 10.00am (WST).

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Tennant Creek Gold Limited ("Company") will be held at the Celtic Club, 48 Ord Street, West Perth, on 5 May 2006 at 10.00am (WST) ("Meeting").

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 2 May 2006 at 5pm (WST).

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

AGENDA

Resolution 1 - Ratification of Placement $\mathbf 1$

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

"That, in accordance with ASX Listing Rule 7.4, the Shareholders ratify the issue of 4,000,000 Shares each an at issue price of \$0.25 to sophisticated investors ("Placement") in accordance with the terms in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on a resolution by a person who participated in the Placement Facility, or an associate of that person.

However, the Company will not disregard a vote if:

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

$2₁$ Resolution 2 - Section 195 Approval

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

"That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, the Shareholders approve the Company:

• $(a)$ exercising 14,575,959 options granted by Batavia with an expiry date of 15 June 2006 ("Batavia Options") and accepting the Company's entitlements under the 2007 Option Issue, and
• $(b)$ entering into the sub-underwriting agreement with Patersons Securities Limited dated 22 February 2006 ("Sub-Underwriting Agreement"),

in accordance with the terms in the Explanatory Memorandum."

Dated 3 April 2006 By Order of the Board

. . . . . . . . . . . . . . . . . . . . Damian Delaney Company Secretary

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Celtic Club, 48 Ord Street, West Perth, on 5 May 2006 at 10.00am (WST).

The purpose of this Explanatory Memorandum is to provide information the Board of Directors believes is material to Shareholders in deciding whether or not to pass the resolutions in the Notice of General Meeting. The Explanatory Memorandum explains the resolutions and identifies the Director's decisions for putting them to Shareholders.

$\mathbf 1$ General

$1.1$ Introduction

As announced on 6 March 2006, the Company has issued the Placement Shares.

The Company currently holds 57,504,798 Batavia Shares (or approximately 17% of the total number of Batavia Shares on issue) and the Batavia Options. The Company proposes, subject to approval by the Shareholders, to:

• exercise the Batavia Options in accordance with the 2007 Option Issue $(a)$ (described in section 1.2 of the Explanatory Memorandum); and
• $(b)$ sub-underwrite the Batavia Placement Facility (described in section 1.2 of the Explanatory Memorandum) by entering into the Sub-Underwriting Agreement.

The Directors have also each agreed to sub-underwrite the Batavia Placement Facility, and in doing so may obtain a benefit if the Company enters into the Sub-Underwriting Agreement and/or exercises the Batavia Options in accordance with the 2007 Option Issue.

The purpose of the Meeting is to seek:

• $(a)$ Shareholder ratification of the Placement; and
• $(b)$ Shareholder approval for the Company to exercise the Batavia Options in accordance with the 2007 Option Issue and enter into the Sub-Underwriting Agreement.

$1.2$ Batavia Capital Raising

Batavia proposes to raise between \$8.9 million and \$9.9 million (prior to costs) by the following transactions:

the early exercise of 15 June 2006 Options which will be done by an offer to 15 $(a)$ June 2006 Optionholders of one 2007 Option for nil consideration for each 15

June 2006 Option held, the acceptance of which is subject to the 15 June 2006 Option being exercised on or before 28 April 2006 ("2007 Option Issue"):

• $(b)$ Patersons (or its nominees) underwriting the early exercise of 15 June 2006 Options (other than by Phoenix) by subscribing to Batavia Shares, being the difference between the number of 15 June 2006 Options on issue (other than the Phoenix Options) and the number exercised under the 2007 Option Issue ("Batavia Placement Facility"). Patersons (and its nominees) may subscribe for up to 157,830,023 Batavia Shares if none of the 15 June 2006 Optionholders accept their entitlement under the 2007 Option Issue:
• $(c)$ Batavia granting the Patersons Options in consideration for Patersons entering into the Underwriting Agreement ("Patersons' Options Grant"); and
• Batavia issuing 20,000,000 Batavia Shares at an issue price of \$0.05 per $(d)$ Share with one attaching 15 June 2006 Option for each Batavia Share issued to Phoenix ("Phoenix Share Issue").

$1.3$ Use of funds raised under the Batavia Capital Raising

Batavia intends to use the funds raised by the Batavia Capital Raising for the continued exploration and development of Batavia's exploration assets including further drilling at Gullewa, economic studies of the Gullewa Project and some general exploration activities over Batavia's remaining exploration assets.

As a result of the Batavia Capital Raising Batavia will raise between approximately \$8.8 million and \$9.9 million (prior to costs), \$3 million of which is budgeted to complete the bankable feasibility study of the Gullewa project including further deep drilling exploration at Gullewa, to contribute to the capital requirements for plant and infrastructure at Gullewa, and to supplement working capital.

The funds will also be used to progress exploration on Batavia's exploration licences at Harts Range uranium project in the Northern Territory.

There is no minimum number of 15 June 2006 Options required to be exercised as a condition to the completion of the 2007 Option Issue. If less than the full number of the 15 June 2006 Options (excluding the 15 June 2006 Options held by Phoenix) are exercised then Batavia will issue sufficient Batavia Shares under the Batavia Placement Facility so that in total an additional 157.830.023 Batavia Shares are issued (prior to the issue of any Batavia Shares as a result of Phoenix exercising the Phoenix Options in accordance with the 2007 Option Issue).

$1.4$ Underwriting Agreement

The terms and conditions under which Patersons will subscribe to Batavia Shares under the Batavia Placement Facility are set out in the Underwriting Agreement.

The material terms of the Underwriting Agreement are in Schedule 2. The terms of the Underwriting Agreement provide:

• $(a)$ Patersons' underwriting obligation:
• to pay Patersons a management fee of 1% and a placement fee of 4% of the $(b)$ totals funds which may raised from the Batavia Placement Facility (ie \$315,660); and
• to grant Patersons the Patersons Options. $(c)$

Batavia has also agreed to reimburse Patersons for all reasonable costs and expenses incurred in connection with the Underwriting Agreement. Patersons' obligations under the Underwriting Agreement are subject to certain conditions precedent and termination events. Importantly, its underwriting obligation is conditional upon the Underwriting Agreement being fully sub-underwritten.

$1.5$ Sub-Underwriting Agreement

The Sub-Underwriting Agreement contains the terms and conditions on which the Company will sub-underwrite the Batavia Placement Facility. Up to 14.576.500 Batavia Shares each with one free attaching 2007 Option may be issued to the Company under the Sub-Underwriting Agreement.

The material terms of the Underwriting Agreement are in Schedule 2. The terms of the Sub-Underwriting Agreement provide:

• $(a)$ the Company's underwriting obligation of up to 14,576,500 Batavia Shares each with one free attaching 2007 Option; and
• $(b)$ the Company will receive a sub-underwriting fee of 3% of the total amount subunderwritten by the Company (i.e. \$21,864.75).

The terms of the Sub-Underwriting Agreement are identical terms as all other subunderwritings (save that the Sub-Underwriting Agreement is subject to Shareholder approval). Patersons has determined the sub-underwriting fees payable to its subunderwriters, including the Company.

In the event shareholder approval is not given for the Company to enter into the Sub-Underwriting Agreement, Batavia will procure replacement sub-underwriters. To the extent that it is not able to do so. Patersons will be relieved of its underwriting obligation to subscribe for the Batavia Shares to have been sub-underwritten by the Company.

$1.6$ Sub-underwriting by Directors

Mr John Barr and his associates have agreed to sub-underwrite a total of up to 6,000,000 Batavia Shares, or approximately 3.9% the Batavia Placement Facility. Under the sub-underwriting agreement Mr Barr will be paid a sub-underwriting fee by Patersons of 3% of the amount agreed to be sub-underwritten by him (approximately \$9.000).

Mr Neil Biddle and his associates have agreed to sub-underwrite a total of up to 6,000,000 Batavia Shares, or approximately 3.9% the Batavia Placement Facility. Under the sub-underwriting agreement Mr Biddle will be paid a sub-underwriting fee by Patersons of 3% of the amount agreed to be sub-underwritten by him (approximately $$9,000$ ).

Mr Michael Bowen and his associates have agreed to sub-underwrite a total of up to 2,000,000 Batavia Shares, or approximately 1.3% the Batavia Placement Facility. Under the sub-underwriting agreement Mr Barr will be paid a sub-underwriting fee by Patersons of 3% of the amount agreed to be sub-underwritten by him (approximately $$3,000$ ).

Mr Terrence Smith and his associates have agreed to sub-underwrite a total of up to 6,000,000 Batavia Shares, or approximately 3.9% the Batavia Placement Facility. Under the sub-underwriting agreement Mr Smith will be paid a sub-underwriting fee by Patersons of 3% of the amount agreed to be sub-underwritten by him (approximately $$9,000$ ).

The terms of the sub-underwriting agreements between Patersons and each of the Directors are identical terms as all other sub-underwritings (including the Sub-Underwriting Agreement). Patersons has determined the sub-underwriting fees payable to its sub-underwriters, including the Directors.

$1.7$ The Company's cash position

The cash position of the Company will be as follows:

Prior to the Batavia Capital Raising	\$3,525,127
Cost of exercising the Batavia Options	\$(728,798)
Maximum liability under the Sub-Underwriting Agreement 1	\$(658,969)
Less sub-underwriting fee	\$21,865
Following Batavia Capital Raising 2	\$2,159,225

¹Assumes that the Company takes up its full entitlement under the Sub-Underwriting Agreement.

²Prior to receiving any funds from the non-renounceable pro-rata rights issue under the prospectus lodged by the Company on 15 March 2006.

$2₁$ Resolution 1 - Ratification of Placement

On 8 March 2006 the Company issued the Placement Shares to sophisticated investors

The Placement Shares were issued within the 15% limit permitted under Listing Rule 7.5, without the need for Shareholder approval. The effect of Shareholders passing Resolution 2 by ratifying the issue of the Placement Issue will be to restore the Company's ability to issue securities within that limit, to the extent of the Placement Shares

$2.1$ Specific information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• 4.000.000 Placement Shares were issued: $(a)$
• $(b)$ the Placement Shares were issued at an issue price of \$0.25:
• $(c)$ the Placement Shares are fully paid ordinary Shares in the capital of the Company:
• the Placement Shares were issued to sophisticated investors (who are not $(d)$ related parties of the Company);
• the funds raised by the Placement will be used to: $(e)$
• $(i)$ take up the Company's rights under the Batavia Capital Raising;

• undertake further exploration at the Company's Manbarrum Lead- $(ii)$ Zinc-Silver Project in the Northern Territory; and

• $(iii)$ to supplement working capital: and

• $(f)$ a voting exclusion statement is included in the Notice.

$3_l$ Resolution 2 - Section 195 Approval

The Directors have each agreed to sub-underwrite the Underwriting Agreement and as such potentially may each have a material personal interest in whether the Company enters into the Sub-Underwriting Agreement and/or exercises the Batavia Options in accordance with the 2007 Option Issue.

The terms of the sub-underwriting agreements between Patersons and each of the Directors are identical terms as all other sub-underwritings including the Company. Patersons has determined the sub-underwriting fees payable to its sub-underwriters. including the Directors.

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 Directors have resolved to seek Shareholders' approval under section 195 of the Corporations Act given the unusual nature of the transaction (i.e. it involves the underwriting of the early exercise of the Batavia Options) and as a matter of good corporate governance. This will give each Shareholder the opportunity to vote on the proposal and to comply with section 195 in the event it is considered that the Directors have a material personal interest in the transactions proposed by the Company.

$\mathbf{A}$ Action to be taken by Shareholders

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

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

"15 June 2006 Option" means an option granted by Batavia and which entitle the holder to subscribe for one Batavia Share each with an exercise price of \$0.05 exercisable on or before 15 June 2006.

"15 June 2006 Optionholder" means a person that holds a 15 June 2006 Option.

"2007 Option" means an option which entitles the holder to subscribe for one Batavia Share for a strike price of \$0.05 exercisable on or before 15 June 2007.

"2007 Optionholder" means a person that holds a 2007 Option.

"2007 Option Issue" has the meaning in section 1.2 of the Explanatory Memorandum.

"Article" means an article of the Constitution.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"Batavia" means Batavia Mining Limited ABN 98 009 075 861.

"Batavia Capital Raising" means the 2007 Option Issue, the Batavia Placement Facility and the Phoenix Share Issue

"Batavia Placement Facility" has the meaning in section 1.2 of the Explanatory Memorandum.

"Batavia Shareholders" means a shareholder of Batavia.

"Batavia Shares" means a fully paid ordinary share in the capital of Batavia.

"Batavia Options" has the meaning in Resolution 2 of the Notice.

"Board" means the board of Directors.

"Company" means Tennant Creek Gold Limited ABN 12 000 817 023.

"Constitution" means the Constitution of the Company.

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

"Director" means a director of the Company.

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

"Listing Rules" means the Listing Rules of ASX.

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

"Notice" means this notice of meeting.

"Patersons" means Patersons Securities Limited.

"Patersons Options" means 5,000,000 2007 Options granted to Patersons under the Patersons' Option Grant.

"Patersons' Options Grant" has the meaning in section 1.2 of the Explanatory Memorandum.

"Placement" has the meaning in Resolution 1.

"Placement Shares" means the 4,000,000 Shares each at \$0.25 issued to sophisticated investors under the Placement.

"Phoenix" means Phoenix Gold Fund Limited.

"Phoenix Options" means the 20,000,000 15 June 2006 Options granted to Phoenix under the Phoenix Share Issue.

"Phoenix Share Issue" has the meaning in section 1.2 of the Explanatory Memorandum.

"Prospectus" means the prospectus to be lodged by Batavia with the ASIC and pursuant to which the offers under the 2007 Options Issue and the Batavia Placement Facility will occur.

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

"Resolution" means a resolution contained in this Notice.

"Schedule" means a schedule to this Notice.

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

"Shareholder" means a shareholder of the Company.

"Sub-Underwriting Agreement" has the meaning in Resolution 2 of the Notice.

"Underwriting Agreement" means the underwriting agreement between Batavia and Patersons dated 22 February 2006.

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

Schedule 2 - Material Terms of the Underwriting Agreement

Patersons' obligations under the Underwriting Agreement are subject to certain standard conditions precedent and events of termination. Patersons' obligation to subscribe to Batavia Shares is subject to the following conditions precedents occurring by 3 April 2006:

• $1₁$ Due Diligence: Patersons being satisfied with the due diligence investigations and the due diligence results:
• $\mathcal{P}$ Patersons' Consent: Patersons being satisfied with the form of the Prospectus (in its absolute discretion) and having given its consent to be named in the Prospectus;
• Legal sign-off: A legal sign-off letter being provided to the Company's due diligence 3. committee by Batavia's solicitors'. Hardy Bowen, to the satisfaction of Patersons:
• $\overline{4}$ Prospectus: The Prospectus being lodged with the ASIC;
• 1. Sub-underwriting: Patersons entering into sub-underwriting agreements with subunderwriters on terms and conditions satisfactory to Patersons (in its absolute discretion) for the Batavia Placement Facility;
• 1. Shareholder approval: Batavia Shareholders approving all resolutions put to them as presented and without amendment as contained in the notice of meeting given by Batavia in relation to the Offer. In the event Batavia's Shareholders do not approve Batavia's directors' participation as sub-underwriters to the Underwriting Agreement:
• Batavia will procure replacement sub-underwriters. $(a)$
• $(b)$ To the extent that Batavia is not capable of procuring replacement subunderwriters. Patersons will be relieved of its underwriting obligation to subscribe for Batavia Shares to the extent to which Batavia's directors intended to sub-underwrite the issue of Batavia Shares but for which Batavia has not procured alternate sub-underwriters.

Patersons may terminate the Underwriting Agreement if:

• $1₁$ Indices fall: any of the S&P ASX 200 Index or the Materials Index as published by ASX is at any time after the date of the Underwriting Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement;
• $2₁$ Share price: the weighted average closing price of the Batavia Shares as guoted by the ASX is less than \$0.05 for a period of 3 consecutive Business Days;
• Prospectus: Batavia does not lodge the Prospectus on 3 April 2006 or the Prospectus 3. or the Batavia Placement Facility is withdrawn by Batavia;

Supplementary prospectus: $\overline{4}$ .

$(a)$ Patersons, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described the Underwriting Agreement, forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and Batavia fails to lodge a supplementary or replacement prospectus in such form and content and within such time as Patersons may reasonably require; or

• $(b)$ Batavia lodges a supplementary or replacement prospectus without the prior written agreement of Patersons; or
• Misleading prospectus: it transpires that there is a statement in the Prospectus that is 5. misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of section 713 of the Corporations Act) or if any statement in the Prospectus becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
• 1. Restriction on allotment: Batavia is prevented from allotting the Batavia Shares and 2007 Options to be issued under the Batavia Placement Facility within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
• $\overline{I}$ . Non-compliance with secondary trading requirements: it transpires that Batavia is unable to comply with Section 708A of the Corporations Act or is unable to issue a disclosure document in respect of the offer of 2007 Options by 5 May 2006;
• 1. Hostilities: there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
• $9.$ Withdrawal of consent to Prospectus: any person (other than Patersons) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;
• $10₁$ ASIC application: an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Prospectus, 2 May 2006 has arrived, and that application has not been dismissed or withdrawn; or
• $11$ Takeovers Panel: the Takeovers Panel makes a declaration that circumstances in relation to the affairs of Batavia are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel:
• $12.$ Authorisation: any authorisation which is material to anything referred to in the Batavia Placement Facility or the terms of the Underwriting Agreement is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to Patersons:
• $13.$ Indictable offence: a director or a senior manager of a relevant company is charged with an indictable offence:
• $14.$ ASIC hearing: ASIC gives notice of its intention to hold a hearing under section 739 or any other provision of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or the ASIC makes an interim or final stop order in relation to the Prospectus under section 739 or any other provision of the Corporations Act;

• $15.$ Non-compliance with disclosure requirements: it transpires that the Prospectus does not contain all the information required by section 713 of the Corporations Act; or

• $16₁$ Default: default or breach by Batavia under the Underwriting Agreement of any terms. condition, covenant or undertaking:

• Incorrect or untrue representation: any representation, warranty or undertaking $17₁$ given by Batavia in the Underwriting Agreement is or becomes untrue or incorrect;
• 1. Contravention of constitution or Act: a contravention by a relevant company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX:
• 1. Adverse change: an event occurs which gives rise to a material adverse effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any relevant company including, without limitation, if any forecast disclosed to ASX prior to the date of the Underwriting Agreement becomes incapable of being met or in Patersons' reasonable opinion, unlikely to be met in the projected time;
• 1. Misleading information: any information supplied at any time by Batavia or any person on its behalf to Patersons in respect of any aspect of the Batavia Placement Facility or the 2007 Option Issue or the affairs of any relevant company is or becomes misleading or deceptive or likely to mislead or deceive:
• $21²$ Prescribed Occurrence: a prescribed occurrence occurs other than as contemplated by the 2007 Option Issue, the Batavia Placement Facility or the Phoenix Share Issue;
• 22 Suspension of debt payments: Batavia suspends payment of its debts generally;
• 1. Event of Insolvency: an event of insolvency occurs in respect of a relevant company:
• 1. Judament against a Relevant Company: a judgment in an amount exceeding \$25,000 is obtained against a relevant company and is not set aside or satisfied within 7 days;
• 1. Litigation: litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against any relevant company, other than any claims disclosed to Patersons in writing prior to the date of the Underwriting Agreement;
• 1. Board and senior management composition: there is a change in the composition of the board of Directors or a change in the senior management of Batavia before completion without the prior written consent of Patersons;
• 1. Change in shareholdings: there is a material change in the major or controlling shareholdings of a relevant company or a takeover offer or scheme of arrangement pursuant to Chapters 5 or 6 of the Corporations Act is publicly announced in relation to a relevant company;
• 1. Force Majeure: a force majeure affecting Batavia's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs;
• 1. Certain resolutions passed: a relevant company passes or takes any steps to pass a resolution under sections 254N, 257A or 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of Patersons:
• 1. Investigation: any person is appointed under any legislation in respect of companies to investigate the affairs of a relevant company;

• $31.$ Market Conditions: a suspension or material limitation in trading generally on ASX occurs or 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 other international financial markets:

• 1. Sub-underwriters: any of the sub-underwriters that are introduced by Batavia do not comply with their obligations under the sub-underwriting agreements or threaten to not comply with its respective obligations under the sub-underwriting agreements; or
• 1. Suspension: Batavia is removed from the official list or the Batavia Shares become suspended from official quotation and that suspension is not lifted within 24 hours following such suspension, other than the suspension on 21 February 2006.

Batavia agrees to indemnify Patersons, its related corporations and their respective directors, officers, employees, agents, representatives and advisors (Indemnified Parties) from and against all claims, actions, damages, losses, liabilities, costs or expenses, including costs for legal advice on a solicitor client basis, which any Indemnified Party incurs or suffers in respect of or any way relating to the 2007 Option or the Underwriting Agreement.

The Underwriting Agreement contains covenants, warranties, representations and other terms normal for an agreement of this nature.

Schedule 3 - Material Terms of the Sub-Underwriting Agreement

The material terms of the Sub-Underwriting Agreement are as follows:

$1₁$ In the event not all of the 15 June 2006 Options are exercised by 28 April 2006, the Company will be required to subscribe for Batavia Shares and 2007 Options calculated on the following basis:

Shortfall Securities = $(A-B) \times \frac{C}{A}$

Where A is the total number of Batavia Shares and attaching 2007 Options underwritten by Patersons, being 157,830,023 Batavia Shares and attaching 2007 Options.

B is the total number of Batavia Shares to be issued for which valid exercises of 15 June 2006 Options underwritten by Patersons are received at 28 April 2006, other than the exercise of the Phoenix Options.

C is the number of Batavia Shares that the Company has underwritten on a general sub-underwriting basis (ie 14,576,500 Batavia Shares).

provided that the Shortfall Securities do not exceed 14,576,500 Batavia Shares.

• $2.$ Patersons shall pay the Company a sub-underwriting fee of 3% or the general subunderwriting dollar amount (ie \$21,864.75).
• $\overline{3}$ . The Company has no right to terminate the Underwriting Agreement, and Patersons is under no obligation to notify or consult with the Company prior to Patersons terminating the Underwriting Agreement.
• 1. The Sub-Underwriting Agreement will terminate without any obligation on the Company in the event the Batavia Shareholders do not approve the 2007 Option Issue or the Batavia Placement Facility.
• 1. The Company will indemnify and keep indemnified on a full indemnity basis Patersons and their related bodies corporate, directors, officers and employees or agents ("Indemnified Parties") against all liabilities, demands, obligations, losses, claims, damages, prosecutions, penalties, actions, proceedings, judgments, suits, costs, fees or expenses of whatsoever kind which may be imposed on, incurred by, suffered or asserted against any of the Indemnified Parties in any way relating to or arising out of any breach by the Company of its obligations arising from the Sub-Underwriting Agreement.

The Sub-Underwriting Agreement contains covenants, warranties, representations and other terms normal for an agreement of this nature.

PROXY FORM

The Company Secretary Tennant Creek Gold Limited

By delivery:

$Level 3$ 30 Richardson Street West Perth, WA

By post: PO Box 1176 West Perth WA 6872 By facsimile: +618 9327 0901

$1/\mathsf{We}^{-1}$ ______________________________________

of a

being a Shareholder/Shareholders of the Company and entitled to ___________________________________

votes in the Company, hereby appoint $2$

or failing such appointment the chairman of the general meeting as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company to be held at the Celtic Club, 48 Ord Street, West Perth on 5 May 2006 at 10.00am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ 1% of the Shareholder's votes*/ [ 1 of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

__________________________________

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

If the chairman of the general meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 1 and 2 please tick this box. By marking this box you acknowledge that the chairman of the general meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 and 2 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the general meeting will not cast your votes on Resolutions 1 and 2 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions.

The chairman of the general meeting intends to vote undirected proxies in favour of the Resolution.

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

		For Against Abstain
Resolution 1	Ratification of Placement
	Resolution 2

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable vour voting instructions to be implemented.

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
Contact Name	Contact Daytime Telephone	Date
Insert name and address of Shareholder	Insert name and address of proxy	*Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting. If the Shareholder is entitled to cast 2 or more votes at the general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy, the Shareholder may specify the proportion or number of votes each proxy is appointed to

exercise. If such proportion or number of votes is not specified, each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and yote for the Shareholder at that general meeting, the representative of the body corporate to attend the general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

where the holding is in more than one name all of the holders must sign. Joint Holdina:

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when vou return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the general meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Level 3, 20 Richardson Street, West Perth), or by post to PO Box 1176, West Perth WA 6872, or Facsimile (08) 9327 0901 if faxed from within Australia or +618 9327 0901 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the general meeting (WST).