==> picture [177 x 29] intentionally omitted <==

NOTICE OF GENERAL MEETING

ASX ANASX ANNOUNCEMENT OUNCEMENT

ASX CODE: TNG ASX CODE: TNG

REGISTERED OFREGISTERED O F ICE FICE TNG Limited TNG Limited Level 1, 282 Rokeby Road Level 1, 282 Rokeby Road Subiaco, Western Australia 6008 Subiaco, Western Australia 6008

T +61 8 9327 0900 T +61 8 9327 0900 F +61 8 9327 0901 F +61 8 9327 0901

W wW ww w.tngltd.com.au .tngltd.com.au E [email protected] E [email protected]

ABN 12 000 817 023 ABN 12 000 817 023

DIRECTORS DIRECTORS Neil Biddle Neil Biddle Paul Burton Paul Burton Stuart Crow Stuart Crow

TNG is pleased to advise that the attached Notice of Meeting has been lodged to seek shareholder approval for the previously announced transaction between Ao-Zhong International Mineral Resources Pty Ltd, (100% owned subsidiary of Jiangsu Eastern China Non-Ferrous Metals Investment Holding Co., Ltd (ECE)), and Aosu Investment and Development Pty Ltd.

Due to restrictions on time constraints with various aspects of the transaction, resolution for this approval could not be included in the forthcoming Annual General Meeting and will now be included in the general meeting to be held on 21[st] December 2011.

TNG is also pleased to confirm that ECE has lodged the required application for FIRB approval for the transaction.

COMPANY SECRETARY COMPANY SECRETARY Simon Robertson Simon Robertson

TNG LIMITED

PROJECTS PROJECTS Mount Peake: Fe-V-Ti Mount Peake: Fe-V-Ti Manbarrum: Zn-Pb-Ag Manbarrum: Zn-Pb-Ag East Rover: Cu-Au East Rover: Cu-Au McArthur: Cu McArthur: Cu

Paul E Burton Managing Director 21 November 2011

Enquiries:

Paul E Burton, Managing Director

Nicholas Read, Read Corporate

61 (0) 8 9327 0900
61 (0) 419 929 046

==> picture [473 x 77] intentionally omitted <==

TNG LIMITED A B N 1 2 0 0 0 8 1 7 0 2 3

NOTICE OF GENERAL MEETING

The General Meeting will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday 21 December 2011 at 10.00am (WST).

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9327 0900.

This page is left intentionally blank

TNG LIMITED A B N 1 2 0 0 0 8 1 7 0 2 3

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of TNG Limited ( Company ) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday 21 December 2011 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 19 December 2011 at 4.00pm (WST).

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

AGENDA

1. Resolution 1 – Approval of Issue of Subscription Shares

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

"That, for the purposes of section 611 item 7 of the Corporations Act and for all other purposes, Shareholders approve the allotment and issue to, and acquisition by, the Subscribers of 122,058,455 Shares at an issue price of $0.11 per Share on the terms and conditions set out in the Explanatory Memorandum."

2. Resolution 2 – Approval of Financial Assistance

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

"That, for the purposes of section 260B(1) of the Corporations Act and for all other purposes, Shareholders approve and authorise the provision of financial assistance to the Subscribers on the terms and conditions set out in the Explanatory Memorandum."

BY ORDER OF THE BOARD

==> picture [89 x 62] intentionally omitted <==

Paul Burton Managing Director

Dated 17 November 2011

11-11-17 Notice of Meeting 1-clean TNG Limited v2

TNG LIMITED A B N 1 2 0 0 0 8 1 7 0 2 3

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 21 December 2011 at 10.00am (WST).

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

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

Section 2: Action to be taken by Shareholders Section 3: Background Section 4 Agreements with the Subscribers Section 5: Overview of the Subscribers and their Associates Section 6: Impact on the Company Section 7 Advantages and Disadvantages of issuing the Subscription Shares Section 8: Independent Expert’s Report Section 9: Resolution 1 – Approval of Issue of Subscription Shares Section 10: Resolution 2 – Approval of Financial Assistance Schedule 1: Definitions Enclosure: Independent Expert’s Report

2. Action to be taken by Shareholders

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

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

11-11-17 Notice of Meeting 1-clean TNG Limited v2

thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

3. Background

3.1 Introduction

On 3 August 2011 the Company announced that it had entered into a binding letter of intent with Jiangsu Eastern China Non-Ferrous Metals Investment Holding Co., Ltd ( ECE ), a leading Chinese state-owned enterprise which is a wholly owned subsidiary of the East China Mineral Exploration & Development Bureau ( ECMED ). The letter of intent provided that, amongst other things:

(a) ECE, through a subsidiary of ECE and a private investor introduced by ECE, would subscribe for 122,058,455 Shares in the Company at a price per Share of $0.11 to raise approximately $13.4 million;
(b) ECE would arrange for the private investor introduced by ECE to provide a $2 million loan facility to the Company to provide interim working capital; and
(c) ECE, through its subsidiary and the private investor introduced by ECE, would enter into a joint venture agreement with the Company in respect of the McArthur Copper Project.

The Company has subsequently entered into formal agreements (as detailed in this Explanatory Memorandum) to effect the matters in paragraph (a) and (b) above. The joint venture agreement in respect of the McArthur Copper Project will be negotiated and entered into at some point in the future.

3.2 Subscription Agreement

On 7 November 2011 the Company entered into a subscription agreement with:

(a) Ao-Zhong International Mineral Resources Pty Ltd ( Ao-Zhong ); and
(b) Aosu Investment and Development Co. Pty Ltd ( Aosu

(together the " Subscribers ") whereby the Subscribers agreed to subscribe for 122,058,455 Shares at $0.11 per Share ( Subscription Shares ) to raise approximately $13.4 million (before associated costs) ( Subscription Agreement ).

Refer to Section 4.1 for further details of the terms and conditions of the Subscription Agreement and to Section 5 for details of the Subscribers and their Associates.

3.3 Why is Shareholder Approval Required?

Shareholder approval for the acquisition by the Subscribers of the Subscription Shares pursuant to the Subscription Agreement is being sought under item 7 of section 611 of the Corporations Act because the Subscription Shares to be issued to the Subscribers will result in them owning (between them) more than 20% of the issued share capital of the Company. Without approval under item 7 of section 611 of the Corporations Act, there is a risk that the acquisition could breach section 606 of the Corporations Act.

Resolution 1 seeks approval for the acquisition by the Subscribers of the Subscription Shares under the Subscription Agreement.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

Section 260A of the Corporations Act provides that a company may financially assist a person to acquire shares in the company if the company obtains shareholder approval under section 260B of the Corporations Act or if an exception otherwise applies.

Resolution 2 seeks approval for the potential future provision of financial assistance by the Company to the Subscribers in connection with the acquisition of the Subscription Shares.

The Company has obtained an Independent Expert's Report from BDO to address the fairness and reasonableness of the proposed issue of the Subscription Shares. The BDO report is attached as an Enclosure. BDO has concluded that the proposed issue of Subscription Shares is not fair but reasonable. Further details in relation to this are set out below, though shareholders are strongly encouraged to read the Independent Expert’s Report in full.

The purpose of the Meeting and this Explanatory Memorandum is to inform Shareholders and to secure all necessary approvals in accordance with the requirements of the Constitution, the Corporations Act and the Listing Rules.

4. Agreements with the Subscribers

4.1 Subscription Agreement

In summary, the Subscription Agreement provides that:

(a) the Subscribers agree to subscribe for and the Company agrees to issue 122,058,455 Shares as follows:
(i) 62,249,812 Shares to Ao-Zhong; and
(ii) 59,808,643 Shares to Aosu,

each at an issue price of $0.11 for a total subscription amount of $13,426,430.05;

(b) completion of the subscription is to occur two business days after the satisfaction or waiver of the following conditions precedent:
(i) Shareholders approving, by 31 December 2011, the issue of the Subscription Shares to the Subscribers and the potential future provision of financial assistance to the Subscribers in connection with the issue of the Subscription Shares by reason of the representation and warranty in respect of the Davis Samuel Claim (referred to below);
(ii) the Subscribers obtaining all necessary waivers, consents and approvals from the Commerce Department of Peoples Republic of China and the State Administration of Foreign Exchange Jiangsu Branch by 1 December 2011; and
(iii) the obtaining of Foreign Investment Review Board of Australia ( FIRB ) approval for the issue of the Subscription Shares by 31 December 2011.

The Resolutions in the Notice seek to satisfy the condition precedent referred to in paragraph 4.1(b)(i) above;

11-11-17 Notice of Meeting 1-clean TNG Limited v2

(c) the Subscribers have the right to nominate two non-executive Directors who must be appointed to the Board with effect from completion of the issue of the Subscription Shares. One of those nominees will be appointed as chairperson of the Company at the first board meeting after completion of the issue;
(d) in addition to the representation and warranty in respect of the Davis Samuel Claim referred to below, the Subscription Agreement contains representations and warranties in relation to (among others):
(i) the incorporation, power, authority and solvency of the Company;
(ii) the capital structure of the Company;
(iii) the accuracy and completeness of the documents and materials provided to the Subscribers;
(iv) the Company’s compliance with continuous disclosure obligations and other laws; and
(v) the Company’s tenements, joint venture arrangements and subsidiaries; and
(vi) native title and environmental matters;
(e) ECE, Suzhou Wanlong Electric Group Co. Ltd ( Wanlong ) and Suzhou Beijia Investment Co. Ltd ( Beijia ) (together the " Guarantors "), jointly and severally guarantee to the Company the Subscribers' compliance with the Subscribers' obligations under the Subscription Agreement, including the obligation to pay the subscription amount of $13,426,430.05. If the Subscribers do not comply with their obligations, then the Guarantors agree to comply with such obligations on demand from the Company;
(f) the Guarantors agree to indemnify the Company against any loss arising if an obligation is unenforceable against the Guarantors or the Subscribers because of any circumstances.

The Company also represents and warrants to the Subscribers that any liability which any court may order the Company to pay in respect of legal proceedings known as The Commonwealth v TNG Limited ( Davis Samuel Claim ) will not exceed a value of $500,000. If this representation and warranty is found to be incorrect (following the final determination of the Davis Samuel Claim after any avenues of appeal which any party to the Davis Samuel Claim elects to pursue have been exhausted), the Company will be liable to pay as liquidated damages to the Subscribers an amount that is the lesser of:

(a) $1,500,000; or
(b) the Company’s court ordered liability (including for damages and costs other than the Company’s own legal costs incurred before the date of the Subscription Agreement) x 29.999%.

The Subscribers were unwilling to enter into the Subscription Agreement unless the Company included this clause to compensate the Subscribers (up to a cap of $1,500,000) in respect of any liability incurred as a result of the Davis Samuel Claim (if the Company’s liability exceeds $500,000). The Company does not anticipate that its liability (as defined in the Subscription Agreement) in respect of the Davis Samuel Claim will exceed $500,000. Further information about the representation and warranty in respect of the Davis Samuel Claim is set out in Section 10 below.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

The Subscription Agreement also contains:

(a) a provision requiring extension of the repayment date under the Loan Agreement described in section 4.2 below to the earlier of the date of completion under the Subscription Agreement or 31 January 2012; and
(b) customary provisions in respect of confidentiality, announcements and costs and expenses.

4.2 Loan Agreement

On 5 September 2011 the Company entered into a loan agreement with Aosu ( Loan Agreement ) pursuant to which Aosu agreed to provide a $2,000,000 loan facility ( Loan Amount ) to the Company.

Pursuant to the terms of the Loan Agreement:

(a) the Company is required to pay interest on the Loan Amount from the date of advance until the Loan Amount is repaid in full at a rate of 10% per annum, calculated daily and capitalised monthly;
(b) the Company is required to repay the Loan Amount together with the accrued interest to Aosu at the time of the completion of the issue of the Subscription Shares under the Subscription Agreement (or within two business days thereafter). In lieu of repayment by the Company, Aosu has the ability to deduct the Loan Amount from the amount payable by the Subscribers to the Company under the Subscription Agreement;
(c) if the completion of the issue of the Subscription Shares under the Subscription Agreement does not occur on or before 31 January 2012 (pursuant to an extension of the date under the Subscription Agreement as referred to above) or such later date as agreed between the parties:
(i) the Company must repay the Loan Amount and interest accrued on the Loan Amount to Aosu by 21 February 2012; or
(ii) Aosu may in its sole discretion direct the Company to instead convert the whole of the Loan Amount into Shares at the conversion price of $0.10 per Share. Upon an election by Aosu to convert the Loan Amount into Shares, the Company must:
- (A) pay Aosu any accrued interest on the Loan Amount by 21 February 2012; and
- (B) issue the Shares within 30 days of the giving of such a direction; and
(d) the Company provided limited representations, warranties and undertakings in favour of Aosu, including but not limited to:
(i) representations and warranties as to the corporate status, power and authority of the Company; and
(ii) an undertaking that the Company would not during the period from the date of the Loan Agreement to 30 November 2011 issue any new securities in the Company other than issues of Shares contemplated by the Subscription Agreement and the issue of Shares upon any exercise of Options.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

The Company is in discussions with Aosu about a further extension of the repayment date in the event that completion of the issue of the Subscription Shares under the Subscription Agreement does not occur on or before 31 January 2012 (if, for example, FIRB approval has not yet been received).

5. Overview of the Subscribers and their Associates

5.1 The Subscribers

Ao-Zhong is part of the ECE group of companies ( ECE Group ). Further details of the ECE Group are detailed in Section 5.2.

Aosu is part of the Wanlong group of companies ( Wanlong Group ). Further details of the Wanlong Group are detailed in Section 5.3.

The Wanlong Group was introduced to the Company by ECE and all negotiations with the Company in respect of the Subscription Agreement have been undertaken by ECE both on its own account and on behalf of the Wanlong Group. The Subscription Agreement is a single agreement between the Company, Ao-Zhong and Aosu (among others) and Ao-Zhong and Aosu are jointly and severally liable to pay the full subscription amount to the Company.

Ao-Zhong and Aosu have notified the Company that they do not consider themselves Associates for the purposes of the Corporations Act because they are independently owned and controlled. Notwithstanding this, the Company considers that it is prudent and appropriate to obtain shareholder approval to the issue of the Subscription Shares, to address any potential that Ao-Zhong and Aosu may be Associates. The Company does not express any opinion as to whether or not Ao-Zhong and Aosu are, in fact, Associates.

5.2 ECE Group

ECMED was incorporated in 1955 in China and is a fully funded Chinese state owned exploration and development organisation whose Director General and Deputy Directors are appointed by the Jiangsu Provincial Government.

ECMED is focused on engaging in mineral and energy exploration and is permitted to carry out geological exploration and to conduct scientific research on major State classified projects.

ECMED has discovered more than 160 ore deposits in China with a potential value in excess of $10 billion. ECMED has over 4,000 employees, 8 subsidiary geological exploration units, 7 scientific research institutions, a post-doctoral research station, a business research and development centre and 22 companies which specialise in the file of mining, engineering and drilling.

Major discoveries by ECMED include the Meishan iron ore, Qixiashan lead zinc ore, Fujian Meishan zinc-lead ore. ECE has several mines including Youxi Jindong lead-zinc mine, Yunnan Boka gold-copper mine and Anhui Matou copper-molybdenum mine.

The relevant part of the ECE Group structure (as it relates to Ao-Zhong) is as follows:

11-11-17 Notice of Meeting 1-clean TNG Limited v2

East China Mineral Exploration and Development Bureau (ECMED)

100%

Jiangsu Eastern China Non-Ferrous Metals Investment Holding Co., Ltd (ECE)

100%

Hong Kong East China Non-Ferrous Mineral Resources Co., Ltd (HK ECE)

100%

Ao-Zhong International Mineral Resources Pty Ltd (AO-ZHONG)

Ao-Zhong is an Australian company incorporated for the purposes of conducting commercial transactions and holding ECMED's interest in the Company. ECMED is the ultimate holding entity of Ao-Zhong. ECE is a wholly owned subsidiary of ECMED which represents the commercial arm of ECMED while HK ECE is a wholly owned subsidiary of ECE which holds the foreign business interests of ECE.

Each of ECMED, ECE and HK ECE are Associates of Ao-Zhong.

ECMED also hold investments in Arafura Resources Limited and Globe Metals and Mining Limited, both of which are companies listed on the ASX.

5.3 Wanlong Group

Suzhou Wanlong Electric Group Co. Ltd and Suzhou Beijia Investment Co Ltd are both Associates of Aosu as Wanlong is the holder of 51% of the issued capital of Aosu and Beijia is the holder of the remaining 49% of the issued capital of Aosu.

Details of Wanlong and Beijia are as follows:

(a) Wanlong

Wanlong’s premises are located in Suzhou Industrial Park. It is a high and new tech enterprise that specialises in the 'Distribution Network Automatic Managing System', 'Automatic Systematic Solution of Motor Controlling' and Intelligent Apparatus, Meters and Components.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

Wanlong occupies land of 86,000 square metres, and has 54,000 metres of construction area. The assets of Wanlong account for 460,000,000 RMB.

Wanlong has 680 employees (58% of whom are college graduates). The subsidiaries of Wanlong are Beijing Tsin Dian Hua Li Electric Technology Co Ltd, Shanghai Leiyue Automatic Device Co Ltd, Sheyang Weilong Electric Co Ltd, and Chongqing Yinhua Electrical Switches Co Ltd.

Wanlong is a private company. The current major shareholders in Wanlong are Mr Liquan Wang (14.26%), Mr Zhigang Wang (11.69%), Mr Lei Wang (7.4%), Mr Jianfeng Gan (6.7%) and Ms Yueyue Wang (6.3%).

(b) Beijia

Beijia’s premises are located in Suzhou Industrial Park. Beijia is a private company which was established on 12 August 2011. This company will focus on investments in many fields such as computers, software and auxiliary equipment, office equipment, metal materials and products, mechanical and electrical equipment and accessories, machinery and equipment and accessories, instrumentation, communications equipment and related products, and environmental protection equipment sales.

The major shareholder of Beijia is Mr Liquan Wang, who holds 50% of the company’s total shares. Beijia’s other shareholders are Mr Zhigang Wang (30%), Mr Jianfeng Gan (10%), Mr Linsang Qiao (5%) and Mr. Yubiao Cheng (5%).

5.4 Extent of approval

The approval in Resolution 1 is being obtained in respect of the Subscribers, but the approval will also cover persons who gain a Relevant Interest in the Company by way of the Subscribers’ acquisition of Shares, and Associates of those persons, who will obtain voting power in the Company equivalent to that held by the Subscribers. As at the date of this Notice, ECMED, ECE, HK ECE, and certain of the major shareholders in Wanlong and Beijia will obtain a Relevant Interest in the Company through the acquisition by the Subscribers, and they and their Associates (along with the Subscribers and their controlled bodies corporate and Associates) will obtain voting power in the Company through the acquisition by the Subscribers. None of the entities referred to in this paragraph will be entitled to vote on the resolution.

6. Impact on the Company

6.1 Impact on Capital Structure

Neither of the Subscribers (or their Associates, including members of the ECE Group and the Wanlong Group) has a Relevant Interest in any Shares as at the date of this Notice.

Shareholders are being asked to approve the issue of a total of 122,058,455 Shares to the Subscribers. Assuming that Shareholders approve the issue, Ao-Zhong will have a Relevant Interest in 62,249,812 Shares and Aosu will have a Relevant Interest in 59,808,643 Shares (between them being 122,058,455 Shares). The total Shares on issue following the issue of the Subscription Shares will be 406,861,517 (assuming no Options are exercised prior to the issue of the Subscription Shares) and the interests of existing Shareholders will be diluted as a result of the issue of the Subscription Shares.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

Upon the completion of the issue of the Subscription Shares to the Subscribers the proposed capital structure of the Company is as follows:

Balance at the date of the Notice of Meeting To be issued to Ao-Zhong pursuant to the Subscription Agreement To be issued to Aosu pursuant to the Subscription Agreement Balance after the issue pursuant to the Subscription Agreement	Number of Shares Number of Options 284,803,062 22,900,000(1) 62,249,812(2) - 59,808,643(2) -
	406,861,517(3) 22,900,000(3)

(1) Comprises: (i) 1,500,000 Options each with an exercise price of $0.32 and an expiry date of 31 December 2011; (ii) 300,000 Options each with an exercise price of $0.32 and an expiry date of 31 December 2011; and
(iii) 21,100,000 Options each with an exercise price of $0.15 and an expiry date of 15 December 2012.
(2) Refer to Resolution 1.
(3) Assumes that no Options are exercised prior to the issue of the Subscription Shares.

6.2 Voting Power of the Subscribers

Upon the completion of the issue of the Subscription Shares to the Subscribers, the Subscribers' (and their Associates') voting power in the Company is as follows:

	Number of	Number of	Number of
	Shares on issue	Shares on issue	Shares on issue
	as at the date of	following the	if all Options
	Notice of	issue of the	exercised
	Meeting	Subscription
		Shares
Number of Shares on issue	284,803,062	406,861,517(1)	429,761,517
Combined shareholding of
the Subscribers and their	Nil	122,058,455	122,058,455
Associates
Combined Voting Power
of the Subscribers and	Nil	29.999%	28.401%
their Associates

(1) Assumes no Options are exercised prior to the issue of the Subscription Shares.

The Subscribers' and their Associates' voting power in the Company may change in ways including the following:

(a) Voting power could be increased as a result of the:
(i) acquisition of Shares by the Subscribers or their Associates on and off market in accordance with the Corporations Act. For example, the

11-11-17 Notice of Meeting 1-clean TNG Limited v2

Subscribers and their Associates could increase their Shareholding under the creeping provisions allowing them to acquire 3% every 6 months. As described above, Ao-Zhong and Aosu have notified the Company that they do not consider themselves Associates for the purposes of the Corporations Act. Notwithstanding this, they have agreed with the Company that they will treat their holdings as a combined holding for the purposes of the Corporations Act which will mean that they will only be able to increase their combined holding if they fall within one of the exceptions in section 611 of the Corporations Act. This means that, in relation to the 3% creep rule, their combined holdings will only be able to increase by 3% in any 6 month period, rather than an increase of 6% which would be the case if they are not Associates; and

(ii) cancellation of Shares held by Shareholders other than the Subscribers and their Associates.
(b) Voting power could be decreased as a result of the:
(i) disposal of Shares by the Subscribers and their Associates;
(ii) issue of Shares by the Company to Shareholders other than the Subscribers and their Associates; and
(iii) exercise of Options by Shareholders other than the Subscribers and their Associates.

6.3 The Subscribers’ intentions regarding the future of the Company

(a) The Subscribers have informed the Company that they are supportive of the Company’s current direction and the Board’s desire to move forward towards achieving the establishment of a mining operation at the Mount Peake Project.
(b) The Subscribers have indicated that they are willing to consider any proposals the Company’s Board and management may put forward as to how they could support and assist the Company in achieving that objective. Notwithstanding that Subscribers are supportive of the Company's current direction, this does not preclude them from considering offers for the whole or part of their Shareholding at any time.
(c) Since they are supportive of the Company’s current direction, the Subscribers do not currently intend to make any major changes to the existing development or exploration projects of the Company other than as disclosed above or elsewhere in this Notice. The Subscribers:
(i) have no current intention of making any significant changes to the existing business of the Company;
(ii) have no current intention to inject further capital into the Company;
(iii) have no current intention to become involved in decisions regarding the future employment of the Company’s present employees and contemplates that they will continue in the ordinary course of business;
(iv) have no current intention to change the management personnel or Board of the Company except as described in this Notice;

11-11-17 Notice of Meeting 1-clean TNG Limited v2

(v) do not presently intend for any property to be transferred between the Company and any of the Subscribers or their Associates or any person associated with any of them;
(vi) have no current intention to redeploy any fixed assets of the Company; and
(vii) have no current intention to change the Company’s existing financial or dividend policies.

6.4 Board Structure

Pursuant to the terms of the Subscription Agreement (as mentioned above), the Subscribers have the right to nominate two non-executive Directors who must be appointed to the Board with effect from completion of the issue of the Subscription Shares. One of those nominees will be appointed as chairperson of the Company at the first Board meeting after completion of the issue.

The Subscribers have notified the Company that at this stage they intend to appoint the following persons to the Board, with Mr Xu to be appointed as Chairperson:

(a) Mr Jianrong XU

Mr Xu is Deputy Director General of ECMED. Mr. Xu obtained his BA in geophysics from Central South University in 1983 and has worked with ECMED since graduating. He had been working in Team 814 of ECMED for almost 24 years and successively held the post of head of geophysics prospecting team, project manager, deputy director and director. In January 2007 he was appointed as Deputy Director General of ECMED.

Mr. Xu is the current Deputy Managing Director of Jiangsu Geophysical Society, the Chairman of HK ECE, Hong Kong East China Non-Ferrous International Mineral Development Co Ltd, Namibia East China Non-ferrous Investment Pty Ltd and other ECMED wholly owned subsidiaries.

(b) Mr Zhigang WANG

Mr Wang currently acts as the Director of Technology Management Department of the Suzhou Wanlong Electric Group Co., Ltd.

Mr Wang completed his Bachelor degree in electrical engineering and automation from Shanghai Electric Power University in 2007. After graduation, he obtained professional experience in Shanghai Electric Group Co., Ltd. as an Electrical Engineer from 2007 to 2010. He joined Suzhou Wanlong Electric Group Co., Ltd in October, 2010, and served as the Electrical Engineer.

7. Advantages and Disadvantages of issuing the Subscription Shares

7.1 Advantages

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder's decision on how to vote on the Resolutions:

11-11-17 Notice of Meeting 1-clean TNG Limited v2

(a) Immediate capital for funding the development of the Mount Peake Project and interim working capital requirements

The transactions with ECE and the Wanlong Group will provide the Company with a funding injection (before costs) of approximately $11.4 million (following repayment of the $2 million loan facility pursuant to the Loan Agreement) through the issue of 122,058,455 Shares at $0.11 each.

The increase in funds will assist in the ongoing pre-feasibility study and the upcoming pilot plant metallurgical test work program for the Mount Peake Project, the commercialisation of the Company's TIVAN hydrometallurgical process and in meeting interim working capital requirements.

(b) Clarification of future direction and financing plan

If the Subscription Shares are issued, the funds raised will be used for the following purposes:

(i) underpin the ongoing Pre-Feasibility Study (PFS) and upcoming pilot plant metallurgical test work program for TNG’s flagship Mount Peake Iron-Vanadium Project in the Northern Territory; and
(ii) working capital purposes.

The Company's management will not (in the immediate future) need to invest further time and effort to source debt or equity funding for continuing exploration and development activities of its mining assets.

The Company's operations will not be affected by the issue of the Subscription Shares as the Subscribers (or their Associates) do not intend to change the business of the Company, redeploy fixed assets of the Company or change significantly the Company's existing policies in financial matters. Furthermore, the Subscribers (or their Associates) have not expressed any interest in changing the employment of any present employees of the Company or changing the Company's board structure except as described in this Notice.

(d) Possibility of off-take agreement with the ECE Group

There is a potential for the Company and the ECE Group to enter into an offtake agreement which will assist the Company to secure long term revenue. Discussions with ECE regarding this have been of a preliminary nature only and there is no guarantee that any off-take agreement may eventuate on terms acceptable to the Company or at all.

(e) Introduction of a large supportive investor

ECE has over 4,000 employee worldwide and extensive interest in the mining industry, including similar interests in other ASX listed companies. The Company will benefit from having such a substantial Shareholder on its register through the following:

(i) exchange of technical knowledge, skills and expertise with regards to exploration, mining and upstream processing issues;

11-11-17 Notice of Meeting 1-clean TNG Limited v2

(ii) providing access to the Chinese markets in terms of sourcing equity and debt funding in the future to fund the significant capital expenditure requirements of the Mount Peake Project; and
(iii) the possible development of new markets for vanadium.
(f) Market capitalisation and media coverage

If the Subscription Shares are issued, the market capitalisation of the Company should increase by at least $13.4 million which is calculated based on the issue of 122,058,455 Shares to the Subscribers at $0.11 each.

The Company will also be in a better position to develop the Mount Peake Project with the aim of becoming the largest vanadium producers in Australia.

The Company may also receive increased analyst coverage which may lead to a revaluation of Shares and an increase in liquidity in the trading of Shares.

(g) Joint Venture Agreement

ECE has also agreed to enter into a Joint Venture Agreement in respect of the McArthur Copper Project on terms yet to be agreed.

In addition, the Company refers to the advantages highlighted by BDO in the Independent Expert’s Report.

7.2 Disadvantages

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder's decision on how to vote on the Resolutions:

(a) The issue of the Subscription Shares is not “fair”

BDO noted in its Independent Expert’s Report that the issue of the Subscription Shares is not “fair” as the preferred value of a Share prior to the issue (as assessed by BDO) is more than the consideration payable by the Subscribers.

BDO noted however that the consideration to be paid by the Subscribers falls within the valuation range for a Share and therefore may be considered to be fair if the value of a Share is considered to be at the lower end of the valuation range.

The Company encourages shareholders to read the Independent Expert’s Report in full.

(b) Dilution of existing Shareholders' interest

The issue of 122,058,455 Shares to the Subscribers will give the Subscribers a combined 30% stake in the Company following the completion of issue of the Subscription Shares. This results in a dilution of existing Shareholders' interests accordingly.

Although the Subscribers will not hold a controlling stake in the Company upon the issue of the Subscription Shares, the broad shareholding spread of the Company and dilutive impact of the issue on existing Shareholders' interests would imply that the Subscribers will (if they vote in the same way) have a

11-11-17 Notice of Meeting 1-clean TNG Limited v2

significant influence on key decisions, including the composition of the Board and certain acquisitions or disposals of assets.

Further, upon the issue of the Subscription Shares, Shareholders will have their voting power reduced as a result of the dilution of their holding due to the issue of additional Shares. As detailed in Section 6.4, the Subscribers will be offered the opportunity to appoint two non-executive Directors to the Board, one of whom will become the Chairperson of the Board. In addition, if the Subscription Shares are issued, the Subscribers, due to their significant combined shareholding, will have the ability (if they vote in the same way) to block any special resolution at a meeting of Shareholders and prevent compulsory acquisition in the event of a takeover offer from any third party. This could deter the making of a takeover bid for the Company by a third party bidder.

(d) Potential future compensation payment

Pursuant to the warranty and agreement to pay liquidated damages in relation to the Davis Samuel Claim in the Subscription Agreement, the Company is potentially liable to pay the Subscribers an amount equivalent to 30% of any damages plus certain legal fees if the Company loses the Davis Samuel Claim. This is only applicable if orders for damages in the Davis Samuel Claim exceed $500,000. The Company's liability to pay liquidated damages to the Subscribers is capped at $1,500,000. The exact amount of the Company's liability to pay liquidated damages (if any) to the Subscribers will only be known for certain at the conclusion of the Davis Samuel Claim. Refer to Sections 4.1 and 10.1 for further details of the Davis Samuel Claim.

In addition, the Company refers to the disadvantages highlighted by BDO in the Independent Expert’s Report.

8. Independent Expert’s Report

All of the Directors resolved to appoint BDO as an independent expert and commissioned it to prepare a report to provide an opinion as to whether or not the issue of the Subscription Shares (the subject of Resolution 1) is fair and reasonable to the existing non-associated Shareholders.

This report was prepared to satisfy the requirements of section 611 of the Corporations Act which expressly prohibits a party (and its Associates) acquiring a Relevant Interest in more than 20% of the issued share capital of a public company without approval of that company's shareholders unless certain exceptions apply. The Subscribers will between them acquire a Relevant Interest in more than 20% of the share capital of the Company if the issue of the Subscription Shares is approved by the Shareholders.

BDO has concluded that the issue of the Subscription Shares is not “fair” but is “reasonable” to the existing Shareholders.

Section 11 of the Independent Expert's Report deals with BDO's basis for concluding that the issue of the Subscription Shares is not fair. In arriving at this conclusion, BDO notes that BDO’s preferred value of a Share is greater than the consideration to be paid by the Subscribers under the Subscription Agreement.

However, BDO considers the issue of the Subscription Shares to be reasonable because the advantages to Shareholders are greater than the disadvantages. BDO also considers that:

11-11-17 Notice of Meeting 1-clean TNG Limited v2

(a) other alternative funding arrangements will delay the progress of the Mount Peake Project development, reduce operational and financial flexibility of the Company and potentially be a more costly funding alternative which will not be necessarily successful; and
(b) the consideration to be paid by the Subscribers falls within BDO's value range for a Share and so may be considered to be fair if the value of a Share is considered to be at the lower end of the valuation range.

The Company strongly recommends that you read the Independent Expert's Report in full, a copy of which is attached as an Enclosure to this Explanatory Memorandum.

9. Resolution 1– Approval of Issue of Subscription Shares

9.1 Section 611 Corporations Act

Except as provided by Chapter 6 of the Corporations Act, section 606(1) of the Corporations Act prohibits a person from acquiring a Relevant Interest in issued voting shares in a company if, after the acquisition, that person’s or someone else’s “voting power” increases beyond 20%, or increases from a starting point above 20% and below 90%. “Voting power” includes the voting power of an entity and its Associates.

Ao-Zhong and Aosu have notified the Company that they do not consider themselves Associates for the purposes of the Corporations Act because they are independently owned. Notwithstanding this, the Company considers that it is prudent and appropriate to obtain shareholder approval to the issue of the Subscription Shares, to address any potential that Ao-Zhong and Aosu may be Associates. The Company does not express any opinion as to whether or not Ao-Zhong and Aosu are, in fact, Associates.

If the subscription under the Subscription Agreement proceeds, the Subscribers’ combined voting power in the Company will increase from 0% to 29.999%.

Item 7 of section 611 of the Corporations Act provides that section 606(1) of the Corporations Act does not apply to an acquisition of Relevant Interests in a company’s voting shares if the acquisition is approved previously by a resolution passed at a general meeting of the company where no votes are cast in favour of the resolution by the person proposing to make the acquisition or their Associates. The exception is also conditional on the provision to shareholders of all information known to the person proposing to make the acquisition or their Associates, or known to the company, that was material to the decision on how to vote on the resolution.

Approval is being sought under item 7 of section 611 of the Corporations Act to the acquisition by the Subscribers of the Subscription Shares pursuant to the Subscription Agreement, which will give them combined voting power of 29.999%.

The resolution must be approved by more than 50% of the shareholders present and voting at the Meeting in person or by proxy.

9.2 Information required by item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74

The information that Shareholders require under item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74 is set out in this Explanatory Memorandum, and includes the following information:

11-11-17 Notice of Meeting 1-clean TNG Limited v2

(a) The identity of the allottee and any person who will have a Relevant Interest in the Subscription Shares to be allotted

The Subscribers will be issued the Subscription Shares as follows:

(i) 62,249,812 Shares to Ao-Zhong; and

(ii) 59,808,643 Shares to Aosu.

Refer to Section 5 for information on the Subscribers and their Associates.

(b) Full particulars (including the number and percentage) of the Shares in which the Subscribers and their Associates have or will have a Relevant Interest immediately before and after the issue of the Subscription Shares

None of the Subscribers or any of their Associates have a Relevant Interest in any securities of the Company as at the date of this Notice.

Following the issue of the Subscription Shares, the Subscribers will hold 122,058,455 Shares between them. Refer to Section 6.2 for details of the voting power of the Subscribers and their Associates.

(c) The identity, associations (with the Subscribers or any of their Associates) and qualifications of any person who is intended to become a Director if Shareholders agree to the issue of the Subscription Shares

All of the existing Directors will continue on the Board. Pursuant to the terms of the Subscription Agreement, following the issue of the Subscription Shares the Subscribers have the right to appoint two representatives to the Board, one of whom will be Chairperson. Details of those directors are set out in Section 6.4 of this Explanatory Memorandum.

(d) The Subscribers’ intentions regarding the future of the Company if Shareholders agree to the allotment of the Subscription Shares

Refer to Section 6.3 of this Explanatory Memorandum for the intentions of the Subscribers in relation to the Company.

(e) Particulars of the terms of the proposed allotment of the Subscription Shares and any contract or proposed contract between the Subscribers and the Company or any of their Associates which is conditional upon, or directly or indirectly dependent on, Shareholders agreement to the allotment of the Subscription Shares to the Subscribers

Refer to Section 4 for details of the Subscription Agreement and the Loan Agreement. In addition, and as previously announced, the Company and the Subscribers (or one of them) will enter into a joint venture agreement under which the Subscribers (or the relevant Subscriber) will farm into, and joint venture with the Company in, the Company’s McArthur Copper Project in the Northern Territory by funding the project. This joint venture agreement is yet to be negotiated and agreed.

(f) When the allotment of Subscription Shares to the Subscribers is to be made

Subject to Shareholders approving Resolution 1, the Subscription Shares will be issued on or about 23 December 2011 (subject to availability of relevant personnel over the Christmas holiday period).

11-11-17 Notice of Meeting 1-clean TNG Limited v2

(g) An explanation of the reasons for the proposed allotment of the Subscription Shares to the Subscribers

See Section 7.1 which describes the proposed use of the funds raised and the potential advantages of the proposal.

(h)

The interests of the Directors in Resolution 1

No current Director of the Company has an interest in Resolution 1 other than as a shareholder in the Company.

(i) Identity of the Directors who approved or voted against the proposal to put Resolution 1 to Shareholders

All of the Directors approved the proposal to put Resolution 1 to Shareholders.

(j) Any intention of the Subscribers or their Associates to change significantly the financial or dividend policies of the Company

None of the Subscribers or their Associates have any intention to change to financial or dividend policies of the Company. Refer to Section 6.3 for further details of the intentions of the Subscribers and their Associates in relation to the Company.

(k) Recommendation or otherwise of each Director as to whether Shareholders should agree to the proposed allotment of the Subscription Shares to the Subscribers

Refer to Section 9.4.

(l) An analysis of whether the proposed allotment of the Subscription Shares to the Subscribers, the subject of Resolution 1, is fair and reasonable when considered in the context of the interests of the Shareholders other than the Subscribers.

Refer to Section 8 and the Independent Expert's Report in the Enclosure.

9.3 Listing Rule 7.1

Listing Rule 7.1 imposes a limit on the number of equity securities (e.g. shares or options to subscribe for shares) which a company can issue without shareholder approval. In general terms, a company may not, without prior shareholder approval, issue equity securities if the equity securities will in themselves or when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of fully paid ordinary shares on issue at the commencement of that 12 month period.

Listing Rule 7.2, exception 16 states that Listing Rule 7.1 does not apply to an issue of securities approved by Shareholders for the purposes of item 7 of section 611 of the Corporations Act. Accordingly, Resolution 1 does not seek approval for the issue of the Subscription Shares for the purposes of Listing Rule 7.1.

9.4 Director's Recommendation

Based on the information available, including that contained in this Explanatory Memorandum and the Independent Expert's Report and the advantages and disadvantages outlined, all of the Directors consider that Resolution 1 is in the best

11-11-17 Notice of Meeting 1-clean TNG Limited v2

interests of the Company and recommend that Shareholders vote in favour of Resolution 1.

In addition, each Director intends to vote in favour of Resolution 1 for any Shares they hold or have a Relevant Interest in.

No current Director of the Company has an interest in the resolution to approve the acquisition by the Subscribers other than as a shareholder in the Company.

9.5 Other information

As at the date of the Notice, except as set out in the Notice, this Explanatory Memorandum and the Independent Expert’s Report, there is no other information known to the Subscribers or their Associates, the Company, or the Directors of the Company, that is material to the decision on how to vote on the resolution to approve the acquisition by the Subscribers.

10. Resolution 2 – Approval of Financial Assistance

10.1 Davis Samuel Claim

As detailed in Section 4.1, the Subscription Agreement includes a representation and warranty in respect of the Davis Samuel Claim whereby the Company represents and warrants in favour of the Subscribers that any liability which any court may order the Company to pay in respect of the Davis Samuel Claim will not exceed a value of $500,000. If such liabilities exceed $500,000, the Company agrees to pay to the Subscribers liquidated damages of up to $1,500,000. The exact amount of the liquidated damages (if any) under the Subscription Agreement will only be known at conclusion of the Davis Samuel Claim.

Refer to Sections 4.1 and 7.2(d) above and section 5.1 of the Independent Expert’s Report and the Company's 2011 Annual Report (page 68) for further details of the Davis Samuel Claim.

The Directors are of the view that the provision of the representation and warranty and the agreement to pay liquidated damages in respect of the Davis Samuel Claim could potentially constitute financial assistance by the Company in connection with an acquisition of shares (for the purposes of section 260A of the Corporations Act) and, as such, the Company is seeking Shareholder approval.

If Resolution 2 is not passed by the required majority, then unless the Subscribers and the Company waive or vary the relevant condition precedent in the Subscription Agreement, the transaction will not proceed.

10.2 Corporations Act

Resolution 2 seeks Shareholders approval under section 260B(1) of the Corporations Act for the potential future provision of financial assistance in relation to the representation and warranty and the agreement to pay liquidated damages in respect of the Davis Samuel Claim.

Resolution 2 is a special resolution and requires the approval of at least 75% of the votes cast by Shareholders in person or by proxy.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

10.3 Effect of the proposed financial assistance

The Subscribers were unwilling to enter into the Subscription Agreement unless the Company included the Davis Samuel Claim clause to compensate the Subscribers (up to a cap of $1,500,000) in respect of any liability incurred as a result of the Davis Samuel Claim (if the Company’s liability exceeds $500,000). The Company does not anticipate that its liability (as defined in the Subscription Agreement) in respect of the Davis Samuel Claim will exceed $500,000.

The Directors have reviewed the financial position and performance of the Company and do not believe (based on the anticipated outcome of the Davis Samuel Claim and the Directors’ current view of the Company’s likely financial position at the time of finalisation of that claim) that the provision of the representation and warranty and the agreement to pay liquidated damages in relation to the Davis Samuel Claim will, at the relevant future time, materially prejudice:

(a) the Company's ability to pay its creditors; nor
(b) the Company or its Shareholders.

10.4 Directors' interest and Recommendation

No current Director of the Company has an interest (other than as a shareholder in the Company) in the resolution to approve the potential future financial assistance to be provided to the Subscribers.

The Subscribers were unwilling to enter into the Subscription Agreement unless the Company included the Davis Samuel Claim representation and warranty.

By providing such representation and warranty and agreeing to pay the liquidated damages in respect of the Davis Samuel Claim, the Company will obtain the benefits arising from the issue of the Subscription Shares detailed in Section 7.1 above.

Given that under the Subscription Agreement the transaction will only proceed if Resolution 2 is passed (or if the parties agree to waive or vary the relevant condition precedent), all of the Directors consider that Resolution 2 is in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 2.

In addition, each Director intends to vote in favour of Resolution 2 for any Shares they hold or have a Relevant Interest in.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

Schedule 1 - Definitions

In this Explanatory Memorandum, Notice and Proxy Form:

$ means Australian Dollars.

Aosu has the meaning in Section 3.

Ao-Zhong has the meaning in Section 3.

Article means an article of the Constitution.

Associate has the same meaning as in the Corporations Act.

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

BDO means BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045.

Beijia has the meaning in Section 4.1.

Board means the board of Directors.

Company means TNG Limited ABN 12 000 817 023.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Davis Samuel Claim has the meaning in Section 4.1.

Director means a director of the Company.

ECE has the meaning given in Section 3.

ECE Group has the meaning given in Section 5.1.

Enclosure means the Enclosure to this Notice.

Explanatory Memorandum means the explanatory memorandum to this Notice.

FIRB has the meaning in Section 4.1.

JEC has the meaning given in Section 3.

Independent Expert’s Report means the report of the Independent Expert included as Enclosure to this Explanatory Memorandum.

Listing Rules means the Listing Rules of ASX.

Loan Agreement has the meaning in Section 3.

Loan Amount has the meaning in Section 4.2.

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

McArthur Copper Project means the Company's copper project located in the Northern Territory.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

Mount Peake Project means the Company’s Iron-Vanadium-Titanium project located in the Northern Territory.

Notice means this notice of meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to this Notice.

Related Party has the meaning ascribed in the Listing Rules.

Relevant Interest has the same meaning as given in sections 608 and 609 of the Corporations Act.

Resolution means the resolution contained in this Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Subscribers has the meaning in Section 3.

Subscription Agreement has the meaning in Section 3.

Subscription Shares has the meaning in Section 3.

Transactions has the meaning given in Section 3.

Wanlong has the meaning in Section 4.1.

Wanlong Group has the meaning in Section 5.1.

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

In this Notice, words importing the singular include the plural and vice versa.

11-11-17 Notice of Meeting 1-clean TNG Limited v2

TNG LIMITED ABN 12 000 817 023

P R O X Y F O R M

The Company Secretary TNG Limited

For information on returning this proxy form please see instructions over the page.

Name of Shareholder:

Address of Shareholder:

Number of Shares entitled to vote:

Please mark  to indicate your directions. Further instructions are provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We being Shareholder/s of the Company hereby appoint:

The Chairman of OR if you are NOT appointing the Chairman of the the Meeting (mark  Meeting as your proxy, please write the name of the box) person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at 10.00am (Perth time) on 21 December 2011, at The Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment or postponement of that Meeting.

Step 2 – Instructions as to Voting on Resolutions

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

For Against Abstain

Resolution 1 Approval of Issue of Subscription Shares Resolution 2 Approval of Financial Assistance Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

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

11-11-17 Notice of Meeting 1-clean TNG Limited v2

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 vote 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:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

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

Return of Proxy Forms

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Company’s office as set out below not less than 48 hours prior to the time of commencement of the general meeting (WST).

Facsimile: +618 9327 0901 Post: PO Box 1126 Subiaco WA 6904 Delivery: Level 1 282 Rokeby Road Subiaco WA 6008

11-11-17 Notice of Meeting 1-clean TNG Limited v2

This page is left intentionally blank

TNG LIMITED Independent Expert's Report

15 November 2011

==> picture [596 x 282] intentionally omitted <==

==> picture [596 x 281] intentionally omitted <==

==> picture [90 x 36] intentionally omitted <==

Financial Services Guide

15 November 2011

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (“ BDO ” or “ we ” or “ us ” or “ ours ” as appropriate) has been engaged by TNG Limited (“ TNG ”) to provide an independent expert’s report on the issue of TNG shares to AO-Zhong International Mineral Resources Pty Ltd (“ AO-Zhong ”), a subsidiary of East China Exploration & Development Bureau (“ ECE ”) as well as Aosu Investment and Development Co. Pty Ltd ( “Aosu ”), which is owned by Suzhou Wanlong Electric Group Co., Ltd (“ Wanlong ”) and Suzhou Beijia Investment Co. Ltd (“ Suzhou”) together referred to as (“ Wanlong Group ”) to acquire a 30% interest in TNG. You will be provided with a copy of our report as a retail client because you are a shareholder of TNG.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (“ FSG ”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Corporate Finance (WA) Pty Ltd is a member firm of the BDO network in Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). The financial product advice in our report is provided by BDO Corporate Finance (WA) Pty Ltd and not by BDO or its related entities. BDO and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide expert reports in connection with the financial product of another person. Our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our report does not take into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice

BDO CORPORATE FINANCE (WA) PTY LTD

Page 2

==> picture [90 x 37] intentionally omitted <==

Financial Services Guide

Fees, Commissions and Other Benefits that we may receive

We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee for this engagement is approximately $35,000.

Except for the fees referred to above, neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Other Assignments –

Neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report. We have received a fee from TNG for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Corporate Finance (WA) Pty Ltd, PO Box 700 Subiaco WA 6872.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service (“ FOS ”). FOS is an independent organisation that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FOS will be able to advise you as to whether or not they can be of assistance in this matter. Our FOS Membership Number is 12561. Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Toll free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

==> picture [76 x 30] intentionally omitted <==

1.	Introduction	1
2.	Summary and Opinion	1
3.	Scope of the Report	4
4.	Outline of the Proposal	6
5.	Profile of TNG Limited	8
6.	Profile of ECE	14
7.	Profile of Wanlong Group	15
8.	Economic Analysis	15
9.	Industry Analysis	16
10.	Valuation Approach Adopted	19
11.	Valuation of a TNG Share prior to the Proposal	20
12.	Is the Proposal fair?	31
13.	Is the Proposal reasonable?	31
14.	Other Considerations	34
15.	Conclusion	36
16.	Sources of Information	36
17.	Independence	36
18.	Qualifications	37
19.	Disclaimers and Consents	37
Appendix	1 – Glossary
Appendix	2 – Valuation Methodologies
Appendix	3 – Company Announcements

Appendix 4 – Independent Valuation Report prepared by Snowden Mining Industry Consultants Pty Ltd

==> picture [76 x 30] intentionally omitted <==

==> picture [268 x 87] intentionally omitted <==

15 November 2011

The Directors TNG Limited Level 1, 282 Rokeby Road SUBIACO WA 6008

Dear Sirs

Independent Expert's Report

1. Introduction

TNG Limited (“ TNG ” or “ the Company ”) and Jiangsu Eastern China Non-Ferrous Metals Investment Holding Co. Ltd, an affiliate of East China Exploration & Development Bureau (“ ECE ”) entered into a Binding Letter of Intent (“ LOI ”) on 3 August 2011 which involves TNG issuing up to 122,058,455 shares at $0.11 per share (“ Subscription Shares ”) to ECE in order to raise a total of A$13.4 million before associated costs (“ the Proposal ”). The issue of the Subscription Shares will take place by way of a subscription agreement.

Under the subscription agreement, 51% of the Subscription Shares will be acquired by AO-Zhong, an affiliate of ECE. The other 49% will be acquired by Aosu Investment and Development Co. Pty Ltd ( “Aosu ”), which is owned by Suzhou Wanlong Electric Group Co., Ltd (“ Suzhou Wanlong ”) (51%) and Suzhou Beijia Investment Co., Ltd (“ Suzhou Beijia”) (49%) together referred to as (“ Wanlong Group ”). The Wanlong Group is a private investor group introduced by ECE. AO-Zhong and Aosu do not consider themselves associates for the purposes of the Corporations Act on the basis that they are independently owned. However, for the purposes of our report we have assumed that AO-Zhong and Aosu may be associates and therefore ECE and Wanlong Group (“ ECE and Wanlong Group ”) will obtain a voting power of 30%.

2. Summary and Opinion

2.1 Purpose of the report

BDO has been engaged by TNG Limited Ltd (“ TNG ” or “ the Company ”) to prepare an Independent Expert’s Report (“ our Report ”) to express an opinion as to whether or not the Proposal is fair and reasonable to the non-associated shareholders of TNG (“ Shareholders ”) pursuant to section 611 of the Corporations Act.

2.2 Opinion

We have considered the terms of the Proposal as outlined in the body of this report and have concluded that the Proposal is not fair but reasonable to Shareholders .

In our opinion, the Proposal is not fair because the preferred value of a TNG share is greater than the consideration to be paid by ECE and Wanlong Group under the Proposal.

==> picture [76 x 30] intentionally omitted <==

However, we consider the Proposal to be reasonable because the advantages of the Proposal to Shareholders are greater than the disadvantages. Other alternative funding arrangements will delay the progress of the Mount Peake Iron-Vanadium Project development, reduce operational and financial flexibility of the Company and potentially be a more costly funding alternative which will not be necessarily successful. Also the consideration to be paid by ECE and Wanlong Group falls within our value range for a TNG share and so may be considered to be fair if the value of a TNG share is considered to be at the lower end of our valuation range.

2.3 Fairness

In Section 12 we determined that the Proposal consideration compares to the value of TNG, as detailed hereunder.

		Low	Preferred	High
	Ref	$	$	$
Value of a TNG share	11	0.085	0.164	0.272
Implied consideration to be paid by ECE and Wanlong
Group under the Proposal	4	0.110	0.110	0.110

The above valuation ranges are graphically presented below:

Valuation Summary

==> picture [437 x 98] intentionally omitted <==

----- Start of picture text -----

Value of each TNG share
prior to the Proposal
Implied consideration to be
paid by ECE and Wanlong Preferred value
Group under the Proposal
0.05 0.10 0.15 0.20 0.25 0.30 0.35
Valuation ($ )
----- End of picture text -----

The above pricing indicates that, the Proposal is not fair for Shareholders, in particular since the preferred value of $0.164 is greater than the value of each share to be issued to ECE and Wanlong Group.

==> picture [76 x 30] intentionally omitted <==

2.4 Reasonableness

We have considered the analysis in Sections 13 of this report, in terms of both

Advantages and disadvantages of the Proposal; and
Alternatives, including the position of Shareholders if the Proposal does not proceed.

In our opinion, the position of Shareholders if the Proposal is approved is more advantageous than the position if the Proposal is not approved. Accordingly, in the absence of any other relevant information and/or a superior proposal we believe that the Proposal is reasonable for Shareholders.

The respective advantages and disadvantages considered are summarised below:

ADVANTAGES AND DISADVANTAGES	ADVANTAGES AND DISADVANTAGES
Section	Advantages	Section	Disadvantages
13.3.1	Immediate capital for funding the development of the Mount Peake Iron-Vanadium Project and interim working capital requirements	13.3.2	The Proposal is not fair
13.3.1	Farm-in Agreement and Financing Agreement	13.3.2	Dilution of existing Shareholders’ interest
13.3.1	Clarification of future direction and financing plans	13.3.2	Loss of control
13.3.1	No change to current operating arrangements	13.3.2	Potential future compensation payment to ECE relating to the limitation of liability associated with the Davis Samuel Case
13.3.1	Possibility of an off-take agreement with ECE
13.3.1	Introduction of a large supportive investor
13.3.1	Market capitalisation and media coverage
Other key matters we have considered include:
Section Description

13.1 No other alternative proposals that we are aware			of

14 Alternative funding options

==> picture [76 x 30] intentionally omitted <==

3. Scope of the Report

3.1 Purpose of the Report

ECE and Wanlong Group do not have a shareholding interest in TNG prior to the Proposal. Section 606 of the Corporations Act Regulations (“ the Act ”) expressly prohibits the acquisition of shares by a party if that acquisition will result in that person (or someone else) holding an interest in 20% or more of the issued shares of a public company, unless a full takeover offer is made to all shareholders.

Section 611 permits such an acquisition if the shareholders of that entity have agreed to the issue of such shares. This agreement must be by resolution passed at a general meeting at which no votes are cast in favour of the resolution by any party who is associated with the party acquiring the shares, or by the party acquiring the shares. Section 611 states that shareholders of the company must be given all information that is material to the decision on how to vote at the meeting.

Regulatory Guide 74 issued by ASIC deals with "Acquisitions Agreed to by Shareholders". It states that the obligation to supply shareholders with all information that is material can be satisfied by the nonassociated directors of TNG, by either:

Undertaking a detailed examination of the Proposal themselves, if they consider that they have sufficient expertise; or
By commissioning an Independent Expert's Report.

The directors of TNG have commissioned this Independent Expert's Report to meet this obligation.

3.2 Regulatory guidance

The Act does not define the meaning of “fair and reasonable”. In determining whether the Proposal is fair and reasonable, we have had regard to the views expressed by ASIC in RG 111. This regulatory guide provides guidance as to what matters an independent expert should consider to assist security holders to make informed decisions about transactions.

This Regulatory Guide suggests that an opinion as to whether a proposal is fair and reasonable should focus on the purpose and outcome of the Proposal that is, the substance of the Proposal rather than the legal mechanism to effect the Proposal. RG 111 suggests that where a transaction is a control transaction it should be analysed on a basis consistent with a takeover bid.

If the Proposal is approved, ECE and Wanlong Group together will increase its shareholding interest in TNG from nil to 30%. In our opinion, the Proposal is a control transaction as defined by RG 111 and we have therefore assessed the Proposal to consider whether in our opinion it is fair and reasonable to Shareholders.

RG 111 suggests that an expert should assess whether a premium for control will be provided to the vendor of any shares. The greater any premium for control then the greater the advantages of undertaking the transaction must be to non-associated shareholders.

==> picture [76 x 30] intentionally omitted <==

3.3 Adopted basis of evaluation

RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the securities subject of the offer. In the case of TNG, the Company’s shares are the subject of the offer. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length. RG 111 states that when considering the value of the securities subject of the offer in a control transaction the expert should consider this value inclusive of a control premium. As stated in Section 3.2, we consider that the Proposal to be a control transaction. As such, we have included a premium for control when considering the value of TNG’s shares.

Further to this, RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if despite being ‘not fair’ the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid.

Having regard to the above, BDO has completed this comparison in two parts:

A comparison between the value of a TNG share and the consideration of $0.11 for each TNG share to be paid by ECE and Wanlong Group (fairness – see Section 12 “Is the Proposal Fair?”); and
An investigation into other significant factors to which Shareholders might give consideration, prior to approving the resolution, after reference to the value derived above (reasonableness – see Section 13 “Is the Proposal Reasonable?”).

RG 111 suggests that the main purpose of an independent expert’s report is to adequately deal with the concerns that could reasonably be anticipated of those persons affected by the transaction.

Having regard to RG 111, we have also performed:

An investigation into the advantages and disadvantages of the Proposal (Section 13); and
An analysis of any other issues that could be reasonably anticipated to concerned Shareholders as a result of the Proposal.

This assignment is a Valuation Engagement as defined by APES 225 Valuation Services. A Valuation Engagement means an engagement or assignment to perform a valuation and provide a valuation report where we determine an estimate of value of the Company by performing appropriate valuation procedures and where we apply the valuation approaches and methods that we consider to be appropriate in the circumstances.

==> picture [76 x 30] intentionally omitted <==

4. Outline of the Proposal

As announced on 3 August 2011, under the terms and conditions of the LOI, the Company has entered into the following agreements:

ECE and Wanlong Group agreed to subscribe for 122,058,455 TNG shares at $0.11 each to raise approximately $13.4 million (before associated costs). As described in the Subscription Agreement, 51% of the shares will be acquired by AO-Zhong and the remaining 49% will be acquired by Aosu, which is owned by Wanlong (51%) and Beijia (49%), together known as Wanlong Group;
ECE and Wanlong Group will be entitled to nominate two non-executive directors, one of which will be nominated as chairman to TNG’s board of directors. Under the Proposal, ECE and Wanlong Group will hold a minority seat on TNG’s board of directors by controlling two out of the five director seats;
A financing agreement with ECE whereby a $2,000,000 loan facility will be provided to the Company for interim working capital requirement purposes. In compliance with ECE’s obligations under the LOI, Aosu will the party responsible for lending TNG the loan facility amount of $2,000,000. (“ Financing Agreement ”); and
ECE agreed to enter into a separate Joint Venture Agreement through its affiliate in relation to TNG’s McArthur Copper Project in the Northern Territory by funding the project.
Furthermore, ECE and Wanlong Group have requested some limitation of liability in relation to the Davis Samuel Pty Ltd (“ Davis Samuel ”) litigation case (“ Davis Samuel Case ”). It has been agreed that if TNG loses the case, TNG will compensate ECE and Wanlong Group with 30% of any damages plus legal fees found against TNG, but only if they exceed $500,000 and will be capped at $1.5 million. More details to the Davis Samuel Case are described in Section 5.

4.1 Shareholding Impact

		Pre-Proposal Post-Proposal
	Shareholders	Shareholding % of Total Shareholding Shares Offered under the Proposal Total Shareholding % of Total Shareholding
	Ordinary Shares
	Non-Associated Shareholders	284,803,061 100.0% - 284,803,061 70.00%
	ECE and WanlongGroup	- 0.00% 122,058,455 122,058,455 30.00%
	Total Ordinary Shares	284,803,061 100.0% 122,058,455 406,861,516 100.00%
	Options
	Non-Associated Shareholders	23,400,000 - 23,400,000
	Total Options	23,400,000 - 23,400,000
	Total	308,203,061 122,058,455 430,261,516

	Fully Diluted
	Non-Associated Shareholders	308,203,061 100.00% 308,203,061 71.63%
	ECE and Wanlong Group	- 0.00% 122,058,455 28.37%

Note:

(1) As part of the Proposal, a total of 122,058,455 ordinary shares will be issued to ECE and Wanlong Group; equivalent to a 30% interest in the Company.

==> picture [76 x 30] intentionally omitted <==

Based on the table above, ECE and Wanlong Group will increase its shareholding interest in TNG from nil to 30% following the issue of shares to ECE and Wanlong Group under the Proposal on an undiluted basis and 28.37% on a fully diluted basis.

For the purposes of our Report, we assumed that the TNG options on issue are not exercisable as these are currently all out of the money.

==> picture [76 x 30] intentionally omitted <==

5. Profile of TNG Limited

5.1 History

TNG Limited is an Australian resource company focused on the evaluation and development of its Mount Peake Iron-Vanadium Project and realising value from its extensive minerals portfolio. TNG’s mineral interests are located within the Northern Territory and Western Australia. A summary of TNG’s mineral assets are set out below:

Mount Peake Iron-Vanadium Project

The Company’s main project is the evaluation and development of its 100% owned Mount Peake VanadiumTitanium-Iron Project (“ Mount Peake Iron-Vanadium Project ”), located in the Arunta Geological Province approximately 80km north-east of Alice Springs in the Northern Territory. The project is strategically located close to existing infrastructure, including the Alice Springs-Darwin Railway, Stuart Highway and the new LPG pipeline, 20km to its east.

The Mount Peake Iron-Vanadium Project comprises current JORC Indicated Resources of 160 Mt with a grading of 0.3% vanadium (“ V2O5 ”), 5.0% titanium dioxide (“ TiO2 ”) and 23.0% iron with an exploration target of 500 – 700 Mt with a grade range of 0.2% - 0.4% vanadium and 25% - 35% Fe.

In March 2011, the Company announced the successful completion of a supplementary Scoping Study evaluating the potential for further downstream processing of its vanadium product into higher value ferrovanadium (“ FeV ”).

The result of the Scoping Study confirmed the potential to significantly enhance the Mount Peake project economics through additional downstream processing. The Scoping Study was based on the use of a revolutionary new patented hydrometallurgical process, developed by TNG in conjunction with its metallurgical consultants Mineral Engineering Technical Services Pty Ltd (“ METS ”), which has been successful in recovering the three principal commodities – vanadium, titanium and iron – from samples of Mount Peake ore.

A pre-feasibility study (“ PFS ”) on the Mount Peake Iron-Vanadium Project is currently proceeding and will be based on a conventional open pit mining operating processing 5Mtpa.

Manbarrum Zinc, Lead, Silver Project

The Manbarrum Zinc, Lead-and Silver Project is 100% owned tenement located in the Northern Territory, 82km north-east of the township of Kununurra. The Manbarrum Zinc, Lead-and Silver Project comprises three Exploration Licences and two Authorities to Prospect Licenses covering a combined area of approximately 407 square kilometres.

TNG recently signed a Joint Venture Agreement on its Manbarrum Zinc, Lead and Silver Project under the Sorby Hills Joint Venture (“ SHJV ”). The SHJV is a joint venture between ASX-listed Kimberley Metals Limited and Yuguang (Australia) Pty Ltd, a subsidiary of China’s largest lead producer, Hunan Yuguang Gold & Lead Co Ltd. The agreement allows Kimberley Metals Limited to earn an interest of 51% into the Manbarrum Project

==> picture [76 x 30] intentionally omitted <==

McArthur River Copper Project

The McArthur River Copper Project is a 100% owned project of TNG which is located approximately 50km south of McArthur along the Tablelands Highway. The license has two major copper targets – Kilgour Crossing and Donkey Yard, both of which have been explored sporadically over the past 50 years with historic rock chip grades of up to 2.0% Cu at Donkey Yard and 1.9% Cu at Kilgour Crossing.

TNG is planning to commence exploration activities with a thorough rock chip sampling program at Kilgour Crossing and Donkey Yard, as well as at over six other previously identified geophysical targets and two copper occurrences identified by the Northern Territory Geological Survey (“ NTGS” ).

Joint Venture Projects

Western Desert Resources Ltd (“WDR”) Joint Venture

Rover Joint Venture

TNG holds several projects in the Northern Territory which are at various stages of exploration and are subject of a Heads of Agreement with Western Desert Resources (“ WDR ”) and or its subsidiaries.

The agreement requires WDR to spend $500,000 to earn a 51% interest in the tenements. WDR can elect to spend an additional $850,000 over 30 months to earn a further 29% share for a total 80% interest in the tenements.

The main target is Tennant Creek style Copper Gold mineralisation. WDR is progressing exploration at East Rover EL 25581 which is located adjacent to Westgold Ltd’s Rover Gold project where recent bonanza gold intersections have been reported.

Other Prospects

Cawse Extended JV –TNG 20%, Norlisk Nickel Australia 70%

Norilsk Nickel Australia Pty Ltd (“ Norlisk ”) has advised that it has placed the Cawse Nickel operations on indefinite care and maintenance which will delay any recommencement of mining operations at Cawse Extended. TNG has a 20% free carried interest in the Cawse Extended JV.

Others

TNG holds an interest in other tenement groups, however, in each case, the Company does not contribute towards exploration expenditure as the projects are subject to joint venture or options for sale. These projects include the McTavish Gold Project by which TNG has a 3% gross royalty and Kintore East Joint Venture where they hold a 2% gold return interest.

Davis Samuel Case

In the period September to December 1998, management control of TNG was held by interest associated with Davis Samuel. The Davis Samuel nominee Directors committed TNG to a series of transactions involving expenditure totalling $1,526,000. The ASX ruled that the transactions required shareholder approval. Shareholders subsequently voted against approving the transactions.

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

==> picture [76 x 30] intentionally omitted <==

The Commonwealth of Australia (“ the Commonwealth ”) in proceedings in the Supreme Court of the Australian Capital Territory claimed that it is entitled to a constructive trust over shares held by TNG in Kanowna Securities (now Peninsula Minerals Limited) and obtained an injunction preventing TNG from selling or otherwise disposing of them. The Commonwealth has claimed that as constructive trustee, TNG is liable to account for the highest market value at which the shares could have been sold; and interest on that market value. The Commonwealth gave an undertaking as to damages.

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

The Commonwealth claims that it is entitled to an amount of $1,274,400 for the value of the Kanowna Lights NL shares and interest thereon since early 2000, bringing the theoretical liability to an expanded maximum of $3,000,000.

TNG, 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.

TNG is currently defending the Commonwealth claims. The court hearing commenced in June 2008 and concluded in the last quarter of 2008. The court has reserved its decision, which is not expected for some time due to the length of the hearing. It is not possible to predict the likely matter or the timing of the outcome.

Any adverse finding made against TNG which cannot by successfully recovered from cross claims made against other parties may result in TNG being liable to pay up to the amount claimed by the Commonwealth. TNG may also be liable for costs of the proceedings if awarded against it, as well as its own legal cost.

No firm timetable for the decision has been advised to date.

==> picture [76 x 30] intentionally omitted <==

5.2 Historical Statement of Financial Position

	Audited Audited
Statement of Financial Position	30-Jun-11 30-Jun-10
	$'000s $'000s
CURRENT ASSETS
Cash and Cash equivalents	3,210 2,907
Other receivables	351 258
Prepayments	99 38
Other investments	535 770
TOTAL CURRENT ASSETS	4,196 3,973

NON-CURRENT ASSETS
Plant and equipment	98 80
Exploration and evaluation expenditure	10,402 8,814
TOTAL NON-CURRENT ASSETS	10,500 8,894
TOTAL ASSETS	14,696 12,868

CURRENT LIABILITIES
Trade and other payables	1,149 518
Provisions	109 67
TOTAL CURRENT LIABILITIES	1,258 585
TOTAL LIABILITIES	1,258 585

NET ASSETS	13,438 12,283

EQUITY
Issued capital	27,135 24,308
Reserves	193 334
Accumulated losses	(13,890) (12,360)
TOTAL EQUITY	13,438 12,283

Source: TNG Audited Financial Statements for the financial years ended 30 June 2010 and 2011.

Commentary on Historical Balance Sheet

Over the last financial year, the net assets of TNG have increased following the share placement conducted on 7 March 2011 involving the placement of 25,247,999 shares at $0.11 to sophisticated investors to raise $2,777,279 before costs. TNG also received $500,000 under the SHJV on the Manbarrum Zinc, Lead and Silver Project in the Northern Territory.

Other investments represent TNG’s investment interest in Sherwin Iron Limited (“ Sherwin ”) shares and options which have declined in value over the last financial year.

Exploration and evaluation expenditure has increased over the last financial year primarily due to prefeasibility studies cost incurred on the Mount Peake Iron-Vanadium Project.

We note that a contingent liability of $2,146,687 was disclosed in the 30 June 2011 financial statement. A provision has not been set as TNG management are not aware of any circumstances or information which could lead them to believe that the liability will crystallise.

==> picture [76 x 30] intentionally omitted <==

5.3 Historical Statement of Comprehensive Income

	Audited Audited
Statement of Comprehensive Income	Year Ended Year Ended
	30-Jun-11 30-Jun-10
	$'000s $'000s
Revenue
Gain on sale of tenements	- 1,315
Other income	4 578
Total revenue	4 1,893

Expenses
Corporate and administration expenses	(1,704) (1,242)
Employment expenses	(1,133) (903)
Depreciation and amortisation expenses	(40) (123)
Impairment loss on exploration	- (3,251)
Results from operating activities	(2,874) (3,626)
Financial income	113 177
Financial expense	- (0)
Net financing income	113 177
Loss before income tax	(2,760) (3,449)
Income tax(expense)/benefit	613 416
Loss forperiod	(2,148) (3,033)

Other Comprehensive Income
Net change in the fair value of available for sale financial assets	(202) 243
Tax effect on other comprehensive income	61 (73)
Other comprehensive income for theperiod	(142) 170
Total comprehensive income/(loss) for the period	(2,289) (2,863)

Source: TNG Audited Financial Statements for the financial years ended 30 June 2010 and 2011.

Commentary on Historical Profit and Loss Statement

Over the last financial year, TNG’s financial performance appears to have deteriorated in comparison to the prior year. The large discrepancy is due to a non-recurring tenement sale in FY2010 following the sale of non-core gold/uranium, magnesite and iron ore/polymetallic projects in the Northern Territory to Red Rock Resources Plc in exchange for shares in Red Rock Resources Plc.

Corporate expenses increased significantly over the financial year due to an increase in legal, consulting and investor relation fees.

==> picture [76 x 30] intentionally omitted <==

5.4 Capital Structure

The share structure of TNG as at 27 September 2011 is outlined below:

	Details
Total Ordinary Shares on Issue	284,803,061
Top 20 Shareholders	97,652,951
Top 20 Shareholders - % of shares on issue	34.3%

Source: ComputerShare as at 27 September 2011

The range of shares held in TNG as at 27 September 2011 is as follows:

	No. of
	Ordinary		% of Issued
Range of Shares Held	Shareholders	Units	Capital
1-1,000	120	53,603	0.02%
1,001-5,000	414	1,346,142	0.47%
5,001-10,000	369	3,016,085	1.06%
10,001-100,000	988	38,319,879	13.45%
100,001 – and over	393	242,067,352	84.99%
TOTAL	2,284	284,803,061	100.00%

Source: ComputerShare as at 27 September 2011

The ordinary shares held by the most significant shareholders as at 27 September 2011 are detailed below:

	No of Ordinary	Percentage of
Name	Shares Held	Issued Shares (%)
WWB Investments P/L S/F A/C	24,200,000	8.5%
CBH Resources Limited	10,000,000	3.5%
JP Morgan Nominees Australia Limited	9,284,606	3.3%
Kensington Consulting Pty Ltd	7,924,999	2.8%
Total Top 4	51,409,605	18.1%
Others	233,393,456	81.9%
Total Ordinary Shares on Issue	284,803,061	100.0%

Source: ComputerShare as at 27 September 2011

The most significant option holders of TNG as at 27 September 2011 are detailed below:

	Number of	Expiry
Name	Options	Date
Unlisted Options with exercise price of $0.15	500,000	31-Aug-11
Unlisted Options with exercise price of $0.32	1,800,000	31-Dec-11
Unlisted Options with exercise price of $0.15	15,600,000	15-Dec-12
Total Number of Options	17,900,000
Cash Raised if Options Exercised	$ 2,991,000

Source: ComputerShare as at 27 September 2011

==> picture [76 x 30] intentionally omitted <==

6. Profile of ECE

6.1 History

ECE has over 4,000 employees, consisting of three subordinate conglomerates, 11 research institutes and dozens of companies in mining, exploration and trade.

ECE has discovered more than 160 ore deposits in China broadly focused in iron, copper, lead, zinc, gold, molybdenum, phosphate and rare earths. Major discoveries by ECE include Meishan iron ore, Qixiashan lead zinc ore, Fujian Meishan zinc-lead ore and so on. ECE has several mines including Youxi Jindong leadzinc mine, Yunnan Boka gold-copper mine and Anhui Matou copper-molybdenum mine.

The table below provides an overview of the ECE group structure.

==> picture [245 x 247] intentionally omitted <==

----- Start of picture text -----

East China Mineral Exploration and
Development Bureau (ECE)
Jiangsu Eastern China Non-Ferrous Metals
Investment Holding Co., Ltd (JEC)
Hong Kong East China Non-Ferrous Mineral
Resources Co., Ltd (HK ECE)
AO-Zhong International Mineral Resources Pty
Ltd (AO-ZHONG)
----- End of picture text -----

AO-Zhong is an Australian company incorporated for the purposes of conducting commercial transactions and holding ECE’s interest in TNG. ECE is the ultimate holding entity of AO-Zhong. JEC is a wholly owned subsidiary of ECE which represents the commercial arm of ECE while HK ECE is a wholly owned subsidiary of JEC which holds the foreign business interests of JEC.

ECE’s other Australian investment interest include Arafura Resources Limited and Globe Metals and Mining Limited which are both companies listed on the ASX with significant rare earth elements mineral interest.

==> picture [76 x 30] intentionally omitted <==

7. Profile of Wanlong Group

7.1 History

Suzhou Wanlong Electric Group Co. Ltd. is located in Suzhou Industrial Park. The company specializes in the Distribution Network Automatic Managing System, Automatic Systematic Solution of Motor Controlling and Intelligent Apparatus, Meters and Components.

The company occupies a land of 86,000 square metres, and has 54,000 square metres of construction area. The total assets of the company account for 460,000,000 RMB Yuan. The Wanlong Group includes Beijing Tsin Dian Hua Li Electric Technology Co., Ltd., Shanghai Leiyue Automatic Device Co., Ltd., Sheyang Weilong Electric Co., Ltd., and Chongqing Yinhua Electrical Switches Co., Ltd.

Aosu Investment and Development Co., Pty Ltd is a subsidiary of the Wanlong Group and represents the Australian investment arm of the company which located is located in the Northern Territory.

8. Economic Analysis

8.1 Current Economic Conditions

Recent information is consistent with a moderation in the pace of global growth, though fears of a major downturn have not been borne out so far. The pace of US economic expansion picked up in the September quarter, but is still only moderate and leaves considerable spare capacity. China's growth has slowed, as policymakers there had intended. Output in Asia has now recovered from the effects of the Japanese earthquake, and domestic demand in the region is generally expanding. Trade performance, however, is starting to see some effects of a significant slowing in economic activity in Europe, where the prospects are for economic weakness to continue. Commodity prices, while still at high levels, have generally declined over recent months.

Financial markets have recovered somewhat from the turmoil of recent months, helped by stronger economic data in the United States and by signs that European governments are making progress in their efforts to deal with the sovereign debt and banking problems. Equity markets have gained ground and the Australian dollar has risen significantly as risk aversion has lessened. But it is likely to be some time yet before concerns about the European situation can definitively be laid to rest and the effects of the recent turmoil on confidence may result in a period of precautionary behaviour by firms and households.

Information about the Australian economy suggests moderate growth overall. The terms of trade have now peaked and will decline somewhat in the near term, but they remain very high. In response, investment in the resources sector is picking up very strongly, with much more to come. Some related service sectors are enjoying better-than-average conditions. In other sectors, cautious behaviour by households and the high exchange rate have had a noticeable dampening effect. The unemployment rate has increased a little over recent months, though it remains close to 5 per cent.

After underlying inflation started to pick up in the first half of the year, recent information suggests the subdued demand conditions and the high exchange rate have contained inflation more recently, notwithstanding continuing sizeable increases in utilities charges. CPI inflation on a year-ended basis remains above the target, due to the effects of weather events last summer, but is now starting to decline as production of key crops recovers. Moreover, with labour market conditions now softer, the likelihood of a significant acceleration in labour costs outside the resources and related sectors in the near term has

==> picture [76 x 30] intentionally omitted <==

lessened. Accordingly, the Bank's current judgement is that inflation is likely to be consistent with the 2– 3 per cent target in 2012 and 2013, abstracting from the impact of the carbon pricing scheme.

Financial conditions have been easing somewhat recently, with market interest rates declining a little and competition to lend increasing. But overall conditions have remained tighter than normal, with borrowing rates still a little higher than average, credit growth subdued and asset prices lower than earlier in the year. The exchange rate has been very variable over the past few months, but on the whole has remained at historically high levels.

Over the past year, the Board has maintained a mildly restrictive stance of monetary policy, in view of its concerns about inflation. With overall growth moderate, inflation now likely to be close to target and confidence subdued outside the resources sector, the Board concluded that a more neutral stance of monetary policy would now be consistent with achieving sustainable growth and 2–3 per cent inflation over time.

Source : www.rba.gov.au Statement by Glenn Stevens, Governor: Monetary Policy Decision 1 November 2011

9. Industry Analysis

9.1 Vanadium industry analysis

Overview

Vanadium is a soft, ductile, silver-gray metal. It has good resistance to corrosion and it is stable against alkalis, sulphuric and hydrochloric acids. Approximately 85% of vanadium produced is used as ferrovanadium which is primarily used as an additive in steel making process. Ferrovanadium is produced directly by reducing a mixture of vanadium oxide, iron oxides and iron in an electric furnace. Vanadiumbearing magnetite iron ore is the main source for the production of vanadium. The vanadium ends up in pig iron produced from vanadium bearing magnetite. During steel production, oxygen is blown into the pig iron, oxidizing the carbon and most of the other impurities, forming slag. Depending on the used ore, the slag contains up to 25% of vanadium. In the production of steel, we note that ferroniobium can serve as a substitute to ferrovanadium. However, this is only possible at high vanadium prices.

Other uses of vanadium include the role that vanadium plays as a catalyst for the production of maleic anhydride and sulfuric acid. In the aerospace industry, vanadium is used as part of a common titanium alloy used in aerospace called Ti 6Al 4V, denoting titanium alloyed with 6% pure aluminum and 4% pure vanadium. Vanadium has a peculiar ability to allow titanium to perform better and at higher temperatures, with no other options available.

Supply and demand

Over the last decade, China has become both the main producer and main consumer of vanadium. In terms of supply, it now accounts for almost 50% of the global total and planned expansion over the next two years. Chinese demand for vanadium grew at 13%pa between 2003 and 2009 in line with its growing steel output. It is observed that countries with mature economies have a much higher intensity of use of vanadium in steels than industrialising countries. In 2008, the intensity of use in the USA was actually more than three times greater than China.

==> picture [76 x 30] intentionally omitted <==

In the next decade the main drivers for growth in vanadium demand will be a combination of strong growth in steel output in countries like Brazil, Russia, India and China (“ BRIC ”) and an increasing emphasis in these countries on the production of high strength low alloy steels with higher vanadium content.

World production of vanadium grew by more than 7%pa from 2003 to 2008. Initially, production increases were met by taking up spare capacity at existing operations but from 2006, capacity had to be increased to satisfy demand. Most of this expansion, however, was also at existing mines and plants, most notably in China. In the next few years additional supply could come from re-opening of several mines and plants around the world such as the mine and plant at Windimurra, a new mine and plant in Brazil, further expansion of slag output in Sichuan as well as an increase in the by-product output from uranium processing in the USA and South Africa.

Vanadium Ore 98% V2O5 Europe Monthly Average Price Movements 2006-2011YTD

==> picture [324 x 155] intentionally omitted <==

----- Start of picture text -----

20.00
18.00
16.00
14.00
12.00
10.00
8.00
6.00
4.00
2.00
0.00
Jan-06 Apr-06 Jul-06 Oct-06 Jan-07 Apr-07 Jul-07 Oct-07 Jan-08 Apr-08 Jul-08 Oct-08 Jan-09 Apr-09 Jul-09 Oct-09 Jan-10 Apr-10 Jul-10 Oct-10 Jan-11 Apr-11 Jul-11
----- End of picture text -----

Source: Bloomberg and BDO Analysis

Based on the graph above, vanadium ore prices reached a high of US$17.66 per pound before declining considerably in late 2008. World supply increased substantially in 2008 due to the global economic downturn which led to the sharp price fall for vanadium ore to approximately US$7 per pound. In a prompt response to economic conditions, many producers cut output and limited the fall in price. The recovery in prices for vanadium products stalled in mid 2010, but in the longer term, prices are forecast to rise as global economic conditions improve.

9.2 Iron ore industry analysis

Iron ores are rocks from which metallic iron can be economically extracted. Iron is the world’s most widely used metal with approximately 98% of world iron ore production being used to make steel. It is primarily used in structural engineering, automobiles and other general industrial applications. Commercial development of iron ore deposits are largely constrained by the position of the iron ore relative to its market and the cost of establishing proper transportation infrastructure such as ports and railways.

There are three main categories of iron ore exports. They are:

Fines: particles that are less than 9.50mm. They are the most heavily traded category of iron ore;
Lump Ore: particles larger then 4.75mm. They typically have higher iron content than fines; and

==> picture [76 x 30] intentionally omitted <==

Pellets: particle sizes range from 9.55 to 16mm. Pellets are made by agglomeration of finely ground and concentrated ore.

In 2010, an estimated 2.4 billion metric tonnes of iron ore was produced. The world's largest producers are Vale, Rio Tinto and BHP Billiton.

The following graph shows historical iron ore prices since 2005:

==> picture [326 x 177] intentionally omitted <==

----- Start of picture text -----

Australian Iron Ore Historical Price Movement
300
250
200
150
100
50
0
Australia Export Iron Ore BHP Billiton Fines (Japan FOB W Au Port)
Australia Export Iron Ore Hamersley Lump (Japan FOB W Au Port)
USD c/dmtu
Jan-05 May-05 Sep-05 Jan-06 May-06 Sep-06 Jan-07 May-07 Sep-07 Jan-08 May-08 Sep-08 Jan-09 May-09 Sep-09 Jan-10 May-10 Sep-10 Jan-11
----- End of picture text -----

Source: Bloomberg and BDO Analysis

The sharp increase in iron ore price movements over the period from March 2008 to March 2009 was marked by a surge in Chinese, Japanese and Korean steel mill demand. During that period, annual iron ore price contracts increased by 65% to 97% compared to the previous year. Iron ore prices subsequently fell during the global financial crisis with a reduction in world market sentiment and hence demand for iron ore.

April 2010 saw an increase in price as miners moved to quarterly pricing and global economies began to recover. Additionally, iron ore experienced a sharp rise in price in mid 2010 when Indian state Karnataka banned all iron ore exports. India is currently the world’s third largest iron ore supplier with approximately a quarter of its 100+ million tonnes of exports originating from Karnataka. Prices dipped slightly in late 2010 but are expected to rise due to China’s increasing demand.

==> picture [76 x 30] intentionally omitted <==

10. Valuation Approach Adopted

There are a number of methodologies which can be used to value a business or the shares in a company. The principal methodologies which can be used are as follows:

Net Asset Value on a going concern basis (“ NAV ”)
Quoted Market Price Basis (“ QMP ”)
Capitalisation of future maintainable earnings (“ FME ”)
Discounted Cash Flow (“ DCF ”)
Multiple of Exploration Expenditure (“ MEE ”)

A summary of each of these methodologies is outlined in Appendix 2.

Different methodologies are appropriate in valuing particular companies, based on the individual circumstances of that company and available information. In our assessment of the value of TNG shares we have chosen to employ the following methodologies:

Net Asset Value on a going concern basis

The NAV approach has been chosen as our preferred approach as the value of TNG’s net assets resides largely in the Company’s exploration and evaluation expenditure assets.

An independent specialist report was prepared by Snowden Mining Industry Consultants Pty Ltd (“ Snowden ”) to provide a market value of TNG’s Mount Peake Iron-Vanadium Project as well as the Company’s interest in other exploration assets.

Quoted Market Price Basis

TNG is an ASX listed company and therefore the QMP method is an appropriate secondary valuation method.

==> picture [76 x 30] intentionally omitted <==

11. Valuation of a TNG Share prior to the Proposal

11.1 Net Asset Valuation of a TNG Share

The value of TNG assets on a going concern basis is reflected in our valuation below:

	Pre-Proposal	Pre-Proposal
	Audited	Adjusted Low Adjusted Preferred Adjusted High
	30-Jun-11	30-Jun-11 30-Jun-11 30-Jun-11
	Statement of Financial Position $'000s	$'000s $'000s $'000s
	CURRENT ASSETS
	Cash and cash equivalents 3,210	2,638¹ 2,638¹ 2,638¹
	Other receivables 351	351 351 351
	Prepayments 99	99 99 99
	Other investments 535	216² 216² 216²
	TOTAL CURRENT ASSETS 4,196	3,304 3,304 3,304

	NON-CURRENT ASSETS
	Plant and equipment 98	98 98 98
	Exploration and evaluation expenditure 10,402	22,147³ 44,568³ 75,258³
	TOTAL NON-CURRENT ASSETS 10,500	22,245 44,666 75,357
	TOTAL ASSETS 14,696	25,549 47,970 78,661

	CURRENT LIABILITIES
	Trade and other payables 1,149	1,149 1,149 1,149
	Provisions 109	109 109 109
	TOTAL CURRENT LIABILITIES 1,258	1,258 1,258 1,258
	TOTAL LIABILITIES 1,258	1,258 1,258 1,258

	NET ASSET VALUE	24,291 46,713 77,403

	Undiluted
	Number of shares	284,803,061 284,803,061 284,803,061
	NTA per share	$ 0.085 $ 0.164 $ 0.272

Source: TNG Audited Financial Statements as at 30 June 2011 and BDO Analysis

The table above indicates a valuation range for a TNG share on a NTA basis of $0.085 and $0.272, with a preferred value of $0.164.

We have made the following adjustments as set out below:

1. Cash and cash equivalents

Cash and cash equivalents have been adjusted to approximately $2.64 million to reflect the Company’s latest cash position as at the date of our Report.

==> picture [76 x 30] intentionally omitted <==

2. Other Investments

TNG’s other investment value have been adjusted by approximately $319,000 to reflect a reduction in shareholding interest in Sherwin shares from 4,045,454 to 2,699,530 and decline in share price from $0.13 to $0.08 over the period from 1 July 2011 to the date of our Report.

3. Exploration and evaluation expenditure

Snowden was engaged to provide an independent specialist valuation on TNG’s mining assets consisting of the following:

Mount Peake Iron-Vanadium Project;
Manburrum Zinc, Lead, Silver Project;
Rover Gold-Copper Project;
Petermanns Gold, Copper, Uranium Project;
McArthur River Copper Project;
East Arnhem Land Iron Ore Project;
Melville Island Bauxite Project;
TNG’s 20% interest in the Cawse Extended JV;
TNG’s 23.95% royalty interest in the Kintore East Gold Project; and
TNG’s 30% royalty interest in the McTavish Gold Project.

The results of the independent valuation of TNG’s mining assets and the valuation approach adopted by Snowden are shown in the table below:

	Low Preferred High
Project Valuation Method	$'000s $'000s $'000s
Mount Peake Iron-Vanadium Project Comparable Market Approach/ Kilburn Method	11,685 21,059 33,832
Manbarrum Zinc,Lead,Silver Project Comparable Market Approach/ Kilburn Method	8,460 14,896 26,202
McArthur River Copper Project Kilburn Method	359 1,055 1,750
East Arhnem Land Iron Ore Project Kilburn Method	9 28 48
Petermans Gold, Copper, Uranium Project Kilburn Method	1,009 1,261 1,513
Cawse Extended Nickel Project Comparable Market Approach/ Kilburn Method	48 4,524 9,000
Melville Island Bauxite Project Kilburn Method	456 1,140 1,824
Rover Gold Copper Project Kilburn Method	94 470 847
McTavish Gold Project Kilburn Method	21 103 185
Kintore East Gold Project Kilburn Method	6 32 58
Total	22,147 44,568 75,258

Source: Snowden Independent Technical valuation

==> picture [76 x 30] intentionally omitted <==

In performing the valuation of TNG’s mining assets, Snowden considered a number of valuation methods such as the yardstick, joint venture terms (“ JVT ”), multiple of exploration expenditure (“ MEE ”) and discounted cash flow (“ DCF ”) approach. These methodologies are discussed in Section 12 of Snowden’s report.

For projects where mineral resource estimates are provided, Snowden used the comparable market approach in performing the valuation. The comparable market approach involves calculating a value per common attribute in a comparable transaction and applying that value to the subject asset. A common attribute could be the amount of resource or the size of a tenement.

The exploration potential of projects where there are no defined resources is valued using the Kilburn method. The Kilburn method systematically assesses and grades four key technical attributes of a tenement to arrive at a series of multiplier factors. The multipliers are then applied serially to the base acquisition cost (“ BAC ”) of each tenement with the values being multiplied together to establish the overall technical value of each mineral property. A fifth factor, the market factor, is then multiplied by the technical value to arrive at the fair market value.

We consider the valuation methods adopted by TNG to be appropriate given that the projects held by TNG are either in early exploration, advance exploration or pre-development phase.

A copy of the Snowden’s report is attached as Appendix 4 of this report.

11.1.1 Assessment of a TNG Share under the NAV Approach

The results of the valuations performed are summarised in the table below:

	Low	Preferred	High
Value of a TNG share under the NAV approach ($ per share)	$0.085	$0.164	$0.272

Based on the results above, we consider the value of each TNG shares under the NAV approach is between $0.085 and $0.272, with a preferred value of $0.164.

11.2 Quoted Market Price of a TNG Share

To provide a comparison to the valuation of TNG in Section 11.1, we have also assessed the quoted market price for a TNG share.

The quoted market value of a company’s shares is reflective of a minority interest. A minority interest is an interest in a company that is not significant enough for the holder to have an individual influence in the operations and value of that company.

RG 111.22 suggests that when considering the value of a company’s shares for the purposes of approval under Item 7 of s611 the expert should consider a premium for control. An acquirer could be expected to pay a premium for control due to the advantages they will receive should they obtain 100% control of another company. These advantages include the following:

Control over decision making and strategic direction;
Access to underlying cash flows;
Control over dividend policies; and
Access to potential tax losses.

==> picture [76 x 30] intentionally omitted <==

Whilst ECE and Wanlong Group will not be obtaining 100% of TNG, RG 111 states that the expert should calculate the value of a target’s shares as if 100% control were being obtained. RG 111.13 state that the expert can then consider an acquirer’s practical level of control when considering reasonableness. Reasonableness has been considered in Section 13.

Therefore, our calculation of the quoted market price of a TNG share including a premium for control has been prepared in two parts. The first part is to calculate the quoted market price on a minority interest basis. The second part is to add a premium for control to the minority interest value to arrive at a quoted market price value that includes a premium for control.

Minority interest value

Our analysis of the quoted market price of a TNG share is based on the pricing prior to the announcement of the Proposal. This is because the value of a TNG share after the announcement may include the affects of any change in value as a result of the Proposal. However, we have considered the value of a TNG share following the announcement when we have considered reasonableness in Section 13.

Information on the Proposal was announced to the market on 3 August 2011. Therefore, the following chart provides a summary of the share price movement over the year to the trading day prior to announcement which was the last trading day prior to the announcement, 29 July 2011.

==> picture [455 x 177] intentionally omitted <==

----- Start of picture text -----

0.20 30.0
0.16 On 7 February 2011 TNG 25.0
released positive scoping study
0.12 results causing a the share price 20.0
to spike to $0.17
15.0
0.08
10.0
0.04
5.0
0.00 -
Volume Closing share price
Share Price ($)
Volume (millions)
----- End of picture text -----

Source: Bloomberg and BDO Analysis

The daily price of TNG shares one year prior to announcement has ranged from a low of $0.042 on 31 August 2010 and a high of $0.017 on 7 February 2011.

During this period a number of announcements were made to the market. The key announcements can be observed under Appendix 3 of our Report.

A high level of liquidity was noted particularly around noted particularly on 7 February 2011, following the announcement of a positive scoping study results on the Mount Peake Iron-Vanadium Project.

==> picture [76 x 30] intentionally omitted <==

To provide further analysis of the market prices for a TNG share, we have also considered the weighted average market price for 10, 30, 60 and 90 day periods to 29 July 2011.

Share Price per unit	29 July 2011	10 Days	30 Days	60 Days	90 Days
Closing price	$ 0.093
Weighted Average price		$ 0.095	$ 0.088	$ 0.088	$ 0.104

Source: BDO Analysis

The above weighted average prices are prior to the date of the announcement of the Proposal, to avoid the influence of any increase in price of TNG shares that has occurred since the Proposal was announced.

An analysis of the volume of trading in TNG shares for the six months to 29 July 2011 is set out below:

	Low	High	Cumulative Volume	% Issued capital
1 Trading Day	$ 0.092	$ 0.095	129,479	0.05%
10 Trading Days	$ 0.089	$ 0.100	1,668,109	0.59%
30 Trading Days	$ 0.065	$ 0.110	13,479,178	4.73%
60 Trading Days	$ 0.065	$ 0.110	21,255,952	7.46%
90 Trading Days	$ 0.065	$ 0.135	39,030,804	13.70%
180 Trading Days	$ 0.040	$ 0.235	147,332,542	51.73%

Source: BDO Analysis

This table indicates that TNG’s shares display a low level of liquidity, with 13.70% of the Company’s current issued capital being traded over 90 trading days. For the quoted market price methodology to be reliable there needs to be a ‘deep’ market in the shares. RG 111.69 indicates that a ‘deep’ market should reflect a liquid and active market. We consider the following characteristics to be representative of a deep market:

Regular trading in a company’s securities;
Approximately 1% of a company’s securities are traded on a weekly basis;
The spread of a company’s shares must not be so great that a single minority trade can significantly affect the market capitalisation of a company; and
There are no significant but unexplained movements in share price.

A company’s shares should meet all of the above criteria to be considered ‘deep’, however, failure of a company’s securities to exhibit all of the above characteristics does not necessarily mean that the value of its shares cannot be considered relevant.

The value of a TNG share under the QMP approach results in the following valuation range:

	Low ($)	Mid point ($)	High ($)
Quoted Market Price value	0.088	0.092	0.095

Source: BDO Analysis

Our assessment is that a range of values for TNG shares based on market pricing is between $0.088 and $0.095 with a midpoint value of $0.092.

==> picture [76 x 30] intentionally omitted <==

Control Premium

The concept of a premium for control reflects the additional value that attaches to a controlling interest. In determining whether including a control premium is appropriate in this instance, we believe there are two key considerations. Firstly, we believe it is appropriate to consider the level of control currently held by ECE and Wanlong Group and what additonal level of control/ability to influence TNG, ECE and Wanlong Group would gain if the Proposal is approved and whether a premium for control is appropriate given the current position of the company.

ECE and Wanlong Group currently have no interest in the Company. If the Proposal is approved, ECE and Wanlong Group would acquire a 30% interest in TNG, which represents a significant influence but not necessarily an effective control over the Company. As outlined in Section 4, ECE and Wanlong Group are seeking to appoint two non-executive directors to the Board of TNG which will take the total Board members to five and ECE and Wanlong Group achieving a 40% board representation. However, we note that ECE and Wanlong Group do not intend to change the business of the Company, alter the future employment of the present employees of the Company, or significantly change the financial or dividend policies of TNG.

We reviewed the control premia paid by acquirers of Australian vanadium mining companies and found only one such acquisition since 1 January 2005.

			Announced	Announced
			Total Value	Premium
Announce Date	Target Name	Acquirer Name	($ Mil)	(%)
3/09/2009	Vulcan Resources Ltd	Altona Mining Ltd	0.78	18.88

Source: BDO Analysis and Bloomberg

Due to the lack of comparable transactions in the market, we have also included a summary of the control premia paid for Australian listed mining companies since 1 January 2005 as detailed below:

Transaction Period	Number of Transactions	Average Deal Value (US$m)	Average Control Premium
2011	35	9,770	16.21
2010	68	21,540	32.77
2009	72	8,030	23.14
2008	45	21,510	10.72
2007	46	19,430	19.65
2006	43	5,750	22.26
	Average	14,338	20.79

Source: BDO Analysis

In arriving at an appropriate control premium to apply we note that observed control premia can vary due to the:

Nature and magnitude of non-operating assets;
Nature and magnitude of discretionary expenses;
Perceived quality of existing management;
Nature and magnitude of business opportunities not currently being exploited;
Level of controlling interest acquired;

==> picture [76 x 30] intentionally omitted <==

Ability to integrate the acquiree into the acquirer’s business;
Level of pre-announcement speculation of the transaction; and
Level of liquidity in the trade of the acquiree’s securities.

Based on the tables above, the control premium paid for vanadium mining companies is approximately the same as the general mining industry control premium. Across the general Australian mining industry, the average annual control premium paid for mining companies over 2005 to 2011 ranged between 10.7% and 32.8% with an average of 20.8%.

ECE and Wanlong Group currently has no shareholding in TNG. If the Proposal is approved, ECE and Wanlong Group would be able to obtain an interest in TNG of 30%, which represents a significant influence but not necessarily an effective control over the Company. Furthermore, ECE and Wanlong Group will be nominating two new TNG directors which take the total Board members of TNG to five.

Based on the factors above, we consider a control premium range of between 15% and 25% to be applied to TNG’s quoted market share price. We have chosen this range as these premias are calculated based on an independent experts opinion on a specific transaction and are not influenced by the level of share trading of an entity’s securities. The announced market premia are calculated on a Company’s share price and can be potentially higher if a security has a low level of liquidity which could lead to its share price not being reflective of the underlying value. As TNG’s shares do not have a deep level of liquidity, we consider that this range is the most appropriate to use.

Quoted market price including control premium

Applying a control premium to TNG’s quoted market share price results in the following quoted market price value including a premium for control:

	Low	Preferred	High
	$	$	$
Quoted market price value	$0.088	$0.092	$0.095
Control premium	15%	20%	25%
Quoted market price valuation including a premium for control	$0.101	$0.110	$0.119

Source: BDO Analysis

Therefore, our valuation of a TNG share based on the quoted market price method and including a premium for control is between $0.101 and $0.119 with a preferred value of $0.110.

11.3 Assessment of a TNG Share prior to the Proposal

The results of the valuations performed are summarised in the table below:

	Low	Preferred	High
	$	$	$
TNG- NAV Valuation (Section 11.1)	0.085	0.164	0.272
TNG – QMP Valuation (Section 11.2)	0.101	0.110	0.119

Source: BDO Analysis

==> picture [76 x 30] intentionally omitted <==

The above valuation ranges are graphically presented below:

Valuation Summary

==> picture [441 x 102] intentionally omitted <==

----- Start of picture text -----

Value of TNG share Preferred Value
on a QMP basis
Value of a TNG share
on a NAV basis
0.05 0.10 0.15 0.20 0.25 0.30 0.35
Valuation ($ )
----- End of picture text -----

Based on the graph above, the valuation range of a TNG share under the QMP methodology falls within the valuation range of a TNG share under the NAV methodology.

However, we note that the valuation spread range of a TNG share under the NAV is approximately 219%. This is significantly higher in comparison to the valuation spread range of a TNG share under the QMP methodology which is approximately 17%.

The significant spread range under the NAV methodology is attributed to the significant spread range noted for the TNG projects valued by Snowden.

The table below highlights the spread range noted across the projects:

Projects	Low Adjusted 30-Jun-11 $'000s Preferred Adjusted 30-Jun-11 $'000s High Adjusted 30-Jun-11 $'000s Spread Range $'000s Spread Range % Spread on a per share basis
Mount Peake Iron-Vanadium Project	11,685 21,059 33,832 22,147 190% $ 0.078
Manbarrum Zinc,Lead,Silver Project	8,460 14,896 26,202 17,742 210% $ 0.062
McArthur River Copper Project	359 1,055 1,750 1,391 387% $ 0.005
East Arhnem Land Iron Ore Project	9 28 48 39 427% $ 0.000
Petermans Gold, Copper, Uranium Project	1,009 1,261 1,513 504 50% $ 0.002
Cawse Extended Nickel Project	48 4,524 9,000 8,952 18674% $ 0.031
Melville Island Bauxite Project	456 1,140 1,824 1,368 300% $ 0.005
Rover Gold Copper Project	94 470 847 753 803% $ 0.003
McTavish Gold Project	21 103 185 164 800% $ 0.001
Kintore East Gold Project	6 32 58 52 799% $0.000
Total	22,147 44,568 75,258 53,112 240% $0.186

Source: Snowden Report and BDO Analysis

Based on the table above, largest spread ranges were noted for the Mount Peake Iron-Vanadium Project, Manbarrum Zinc, Lead, Silver Project and Cawse Extended Nickel Project.

==> picture [76 x 30] intentionally omitted <==

The table shows the low, preferred and high valuation range of the projects on a per share basis:

Project	Low ($ per share) Preferred ($ per share) High ($ per share)
Mount Peake Iron-Vanadium Project	0.041 0.074 0.119
Manbarrum Zinc,Lead,Silver Project	0.030 0.052 0.092
Cawse Extended Nickel Project	0.000 0.016 0.032
Other	0.007 0.014 0.022
Total Projects	0.078 0.156 0.264

The table above indicates that the Mount Peake Iron-Vanadium Project, Manbarrum Zinc, Lead, Silver Project and Cawse Extended Nickel Project together contribute between $0.071 and $0.242 per share to the value of a TNG share. The significant spread range highlights a high degree of uncertainty in the outcomes and hence the valuation of the Mount Peake Iron-Vanadium Project.

An analysis of TNG’s share price since the announcement of the Proposal on 3 August 2011 to 1 November 2011 indicates that TNG’s share price has increased marginally from $0.10 to $0.11.

The table below shows the weighted average market price of a TNG share for 10 and 30 day period to 1 November 2011:

Share Price per unit	1-Nov-2011	10 Days	30 Days	60 Days	90 Days
Closing price	$0.11
Weighted Average price		0.10	0.102	0.098	0.097

An analysis of the volume of trading in TNG shares for the last 30 days to 1 November 2011 is set out below:

			Cumulative	% Issued
	Low	High	Volume	capital
1 Trading Day	$ 0.100	$ 0.110	965,048	0.34%
10 Trading Days	$ 0.093	$ 0.110	4,175,861	1.47%
30 Trading Days	$ 0.082	$ 0.125	30,335,298	10.65%
60 Trading Days	$ 0.082	$ 0.125	44,238,095	15.53%
90 Trading Days	$ 0.066	$ 0.125	62,225,576	21.85%

The table above indicate that TNG’s shares post announcement has displayed a moderate level of liquidity with more than 1% of its shares traded on a weekly basis. We note that this is a contrast to the weighted average market price analysis of TNG’s share price prior to the announcement of the Proposal which was observed to be illiquid.

==> picture [76 x 30] intentionally omitted <==

A graph of TNG’s share price and volume since the Proposal announcement date to 1 November 2011 is set out below.

==> picture [455 x 173] intentionally omitted <==

----- Start of picture text -----

0.140 7.0
Announcement Market volatility caused 6.0
0.120
5.0
4.0
0.100
3.0
2.0
0.080
1.0
0.060 -
Volume Closing share price
Share Price ($)
Volume (millions)
----- End of picture text -----

Source: Bloomberg and BDO Analysis

Based on the chart above, it appears that TNG’s closing share price has increased from $0.10 on 3 August 2011 to a low of $0.077 on 9 August 2011 before rising to trade within a range of $0.077 and $0.125. This period was marred by significant volatility observed in the first week of August after US treasury bonds were downgraded resulting in widespread instability. Markets were also cautious at this time about the contentious issue of the US raising its debt ceiling.

We note that there were no significant company announcements or industry factors that would explain for the decline in the Company’s share price over the period. Furthermore, over the period between 3 August 2011 and 15 November 2011, a number of significant de-risking event announcements were made by TNG. The table below summarises the movement in the Company’s share price one day and three days after the announcement:

		Closing Share Price	Closing Share Price
		One Day After	Three Days After
Announcement Date	Details	Announcement $ (movement)	Announcement $ (movement)
8/11/11	TNG Completes Agreement with ECE at Ceremony in Tianjin	0.097 (�6.67%)	0.095 (�2.06%)
27/10/11	Quarterly Activities and Cashflow Report	0.097 (�1.02%)	0.11 (�13.40%)
12/10/11	JORC Resource Increase for Mount Peake Project from 139Mt to 160Mt	0.10 (-)	0.10 (�9.09%)
27/09/11	Chinese Government Approval Received for Transaction	0.090 (-)	0.10 (�11.11%)
9/09/11	Initial Land Council Meeting – Mount Peake Project	0.090 (-)	0.090 (-)
7/09/11	Initial $2 million funding from ECE received as part LOI	0.090 (-)	0.090 (-)
24/08/11	Diamond drill results confirms the Mount Peake Resource potential	0.09 (�3.45%)	0.09 (�3.45%)
	Completion of resource drilling at Mount Peake Iron-
16/08/11	Vanadium Project which resulted in the identification of two potential new vanadium	0.093 (�1.09%)	0.094 (�2.17%)
	bearing magnetite zones.

Based on the table above, there were limited favourable movements in TNG’s share price following the announcements.

==> picture [76 x 30] intentionally omitted <==

An analysis of TNG’s share price against its peers such as Atlantic Minerals Limited (“ Atlantic ”), Quest Minerals Limited (“ Quest ”), Reed Resources Limited (“ Reed ”), Speewah Resources Limited (“ Speewah ”) and Yellow Rock Resources Limited (“ Yellow Rock ”) is shown in the table below:

	3-Aug-11	Low ($)	High ($)	1-Nov-11	% Change
TNG Limited	0.100	0.072	0.125	0.110	10.0%
Peer Comparisons	3-Aug-11	Low ($)	High ($)	1-Nov-11	% Change
Atlantic Minerals Limited	1.700	1.275	1.980	1.600	-5.88%
Quest Minerals Limited	0.023	0.013	0.030	0.015	-34.78%
Reed Resources Limited	0.420	0.310	0.485	0.380	-9.52%
Speewah Resources Limited	0.320	0.165	0.325	0.215	-32.81%
Yellow Rock Resources Limited	0.022	0.017	0.340	0.018	-18.18%
				Average	-15.20%
ASX Market Index	3-Aug-11	Low ($)	High ($)	1-Nov-11	% Change
ASX 200 Index	4,473.50	3,765.90	4,612.20	4,232.90	-5.38%
ASX 300 Metals and Mining Index	4,868.60	3,719.10	5,022.00	4,082.00	-16.16%

Source: Bloomberg and BDO Analysis

The table above indicate that TNG’s share price since the Proposal announcement date to 1 November 2011 have increased relative to the general market trend for vanadium related companies and the general market trend.

Based on the factors above, we have chosen to value a TNG share between $0.085 and $0.272 with a preferred value of $0.164. We have adjusted our preferred value of a TNG share higher to more closely reflect the valuation performed under the NAV methodology as we believe the factors described above would indicate that TNG’s share price is depressed by the high level of market uncertainty.

==> picture [76 x 30] intentionally omitted <==

12. Is the Proposal fair?

The value of TNG in comparison to the consideration received under the Proposal is compared below:

		Low	Preferred	High
	Ref	$	$	$
Value of TNG shares	11.3	0.085	0.164	0.272
Value of consideration payable by ECE and Wanlong Group under the
Proposal	4	0.110	0.110	0.110

We note from the table above that the preferred value of a TNG share prior to the Proposal is more than the consideration payable by ECE and Wanlong Group under the Proposal. This implies that the Proposal is not fair .

13. Is the Proposal reasonable?

13.1 Alternative Proposal

We are unaware of any alternative proposal that might offer the Shareholders of TNG a premium over the value ascribed to that resulting from the Proposal.

13.2 Practical Level of Control

If the Proposal is approved then ECE and Wanlong Group will hold a maximum interest of 30% in TNG. In addition to this, TNG will have two Board members nominated by ECE and Wanlong Group.

When shareholders are required to approve an issue that relates to a company there are two types of approval levels. These are general resolutions and special resolutions.

Ordinary resolutions are not specifically defined in the Corporations Act and require only a simple majority to pass (more than 50% of the members present at the meeting, either in person, or by proxies, if allowed by the constitution).

Some of the matters on which an ordinary resolution is sufficient are:

Election/re-election of directors
Appointment of an auditor
Acceptance of reports at the annual general meeting
Strategic, commercial decisions
Increase or reduction in the number of directors.

Special resolutions require that at least 75% of the votes cast by members entitled to vote on that resolution must be in favour of the resolution for it to be passed. This also implies that ECE and Wanlong Group with a shareholding interest of more than 25% is able to block special resolution by themselves.

There are a number of matters which specifically require special resolutions including, but not limited to, the following:

Giving different dividend rights or shares in the same asset class; and
Selective reduction of share capital.

==> picture [76 x 30] intentionally omitted <==

TNG’s Board currently comprises three directors. ECE and Wanlong Group will nominate two nonexecutive directors with one of them to be nominated as chairperson. This will take TNG’s Board to five directors and result in ECE and Wanlong Group controlling 40% of the Board.

In our opinion, if the Proposal is approved, ECE and Wanlong Group would be able to achieve significant influence over TNG by holding a 30% interest in the Company, with the rest of share capital widely held. This is shown in Section 5.4 whereby no shareholder holds more than 5% of Company’s total share capital.

ECE and Wanlong Group’s control of TNG following the Proposal will be significant when compared to all other shareholders. Therefore, in our opinion, while ECE and Wanlong Group will be able to significantly influence the activities of TNG, it will not be able to exercise a similar level of control as if it held 100% of TNG. As such, ECE and Wanlong Group should not be expected to pay a similar premium for control as if it were acquiring 100% of TNG.

13.3 Advantages and Disadvantages of Approving the Proposal

13.3.1 Advantages of Approving the Proposal

We have considered the following advantages when assessing whether the Proposal is reasonable and where it is reasonably practicable to do so with sufficient precision we have quantified these advantages.

Advantage	Description
Immediate capital for	The Proposal will provide TNG with the following funding injections:
funding the	� $13.4 million through the issue of 122,058,455 TNG shares at $0.11 each; and
development of the	� A $2 million loan facility.
Mount Peake Iron-	The funding injections will assist in the ongoing Pre-feasibility Study, the upcoming pilot
Vanadium Project and	plant metallurgical test work program for the Mount Peake Iron-Vanadium Project, the
interim working capital	commercialisation of the Company’s TIVAN hydrometallurgical process and fund interim
requirements	working capital requirements.
Farm-in Agreement and	ECE has also agreed to enter into a separate joint venture on TNG’s 100% owned McArthur
Financing Agreement	Copper Project.
	This assists shareholders to capture the full value of any future economic benefits that
	may be derived through exploration activities undertaken.
Clarification of future	If the Proposal is approved, the capital funds raised can be used for the following
direction and financing	purposes:
plans	� Fund the completion of the Pre Feasibility Study in relation to the Mount Peake Iron-
	Vanadium Project;
	� Continue exploration of the McArthur Project ; and
	� Working capital purposes.
	TNG management will not need to invest further time and effort to source debt or equity
	funding for continuing exploration and development activities of its mining assets.
No change to current	TNG operations will not be affected by the Proposal as ECE and Wanlong Group does not
operating arrangements	intend to change the business of TNG, redeploy fixed assets of TNG or change significantly
	TNG’s existing policies in financial matters.
	Furthermore, ECE and Wanlong Group have not expressed any interest in changing the
	employment of any present employees of TNG or changing the Company’s board structure.

==> picture [76 x 30] intentionally omitted <==

Advantage	Description
Possibility of an off-take	There is a potential for TNG and ECE to enter into an off-take agreement which will assist
agreement with ECE	TNG to secure long term revenue.
Introduction of a large	ECE has over 4,000 employees worldwide and an extensive interest in the mining industry,
supportive investor	including similar interests in other ASX listed companies.
	TNG will benefit from having such a substantial shareholder on its register through the
	following:
	� Exchange of technical knowledge, skills and expertise with regards to exploration,
	mining and upstream processing issues
	� Providing access to the Chinese markets in terms of sourcing equity and debt funding
	in the future to fund the significant capital expenditure requirements of the Mount
	Peake Iron-Vanadium Project; and
	� The possible development of new markets for vanadium.
	The Wanlong Group through Aosu provides TNG with the Company’s interim working
	capital funding needs.
Market capitalisation	If the Proposal is approved, the market capitalisation of TNG will increase by at least
and media coverage	$13.4 million which calculated based on the issue of 122,058,455 ordinary shares to ECE
	and Wanlong Group at A$0.11 each. TNG will also be in a position to develop the Mount
	Peake Iron-Vanadium Project and become of the largest vanadium producers in Australia.
	TNG may also receive increased analyst coverage which may lead to a revaluation of TNG
	shares and an increase in liquidity in the trading of shares.

13.3.2 Disadvantages of Approving the Proposal

We have also considered the following disadvantages when assessing whether the Proposal is reasonable and where it is reasonably practicable to do so with sufficient precision, we have quantified these disadvantages.

Disadvantage	Description
The Proposal is not fair	As set out in Section 12, the Proposal is not fair as the preferred value of a TNG share prior
	to the Proposal is more than the consideration payable by ECE and Wanlong Group. We
	note however that the consideration to be paid by ECE and Wanlong Group falls within our
	valuation range for a TNG share and therefore may be considered to be fair if the value of
	a TNG share is considered to be at the lower end of our valuation range.
Dilution of existing	The Proposal involves the issue of 122,058,455 ordinary shares in TNG to ECE and Wanlong
Shareholders’ interest	Group, giving ECE and Wanlong Group with a 30% stake following the completion of the
	transaction. This result in a dilution of existing TNG shareholder’s interest by 30%.
Loss of control	Although ECE and Wanlong Group will not hold a controlling a stake in TNG under the
	Proposal, the broad shareholding spread of TNG and dilutive impact of the Proposal on
	existing Shareholders’ interests would imply that ECE and Wanlong Group will have a
	significant influence on key decisions. Refer to Section 5.4 for a summary of TNG’s
	shareholding structure.
Potential future	TNG is potentially liable to compensate ECE and Wanlong Group an amount equivalent to

==> picture [76 x 30] intentionally omitted <==

Disadvantage	Description
compensation payment	30% of any damages plus legal fees if TNG loses the Davis Samuel Case. As described in
to ECE and Wanlong	Section 4, this is only applicable if the litigation payout exceeds $500,000 and will be
Group relating to the	capped at $1.5 million.
limitation of liability	If TNG loses the Davis Samuel Case and is liable to pay $3.0 million as compensation; the
associated with the	exact amount of which will only be known for certain at conclusion of the court
Davis Samuel Case.	proceedings, we note that value of TNG shares prior to the Proposal on preferred value
	basis will decline from $0.164 per share to $0.153 per share. Our fairness assessment of
	the Proposal remains unfair after taking into consideration the potential liability under the
	Davis Samuel Case.

14. Other Considerations

14.1 Alternative Funding Options

There are other funding options that TNG could consider as an alternative to the Proposal. However, there are implications with adopting any of the funding alternatives below:

14.2 ASX Capital Raising

TNG may be able to raise funds through a secondary capital raising through a rights issue or share purchase plan (“ SPP ”).

ECE and Wanlong Group ’s offer of $0.11 per share for 122,058,455 shares under the Proposal represents a premium of approximately 25% above the 30 to 60 days weighted average market price of approximately $0.088 calculated as at 29 July 2011, before taking into consideration a control premium.

Furthermore, based on the Company’s share registry information we note that a significant amount of the Company’s shares are held by retail investors with only one institutional bank holding approximately 3.23% of the Company’s total shares on issue. This indicates that the Company does not have a large following by large institutional funds or long term shareholders. It is unlikely that a share rights or share purchase plan offering to raise an equivalent amount of $13.4 million under the Proposal to the Company’s existing shareholders will be successful. This will result in significant cost incurred without achieving the desired results.

Therefore, the Proposal would be appear to be more a favourable alternative as it will provide certainty to the existing shareholders of TNG and will de-risk the funding around the project which may result in a rerating of the Company’s share price.

Over FY2010, ASX 200 entities have averaged a discount rate of approximately 12% on secondary capital raisings based on the share price immediately before the share placement offer is announced in the market. If the option to conduct a secondary capital raising is undertaken by TNG to raise the equivalent amount of $13.4 million under the Proposal, approximately 163.414 million shares would need to be issued at an issue price of $0.082 each. The issue price is calculated at 12% discount to the share price of $0.093 as at 29 July 2011. The issue of additional shares would likely result in a greater dilution of the Company’s share price and would be more detrimental to Shareholders in comparison to the Proposal. It is also

==> picture [76 x 30] intentionally omitted <==

uncertain whether such a raising would be possible and the discount to market price could potentially be significantly greater than 12% as TNG is not of the size and stature of an ASX 200 company.

In fact, based on a share placement conducted in 7 March 2011, TNG completed a share placement of 25,247,985 shares at $0.11 per share to raise $2,777,278 before costs. The average discount rate of the share placement issue price against the Company’s share price prior to the issue of $0.135 was approximately 18.5%.

14.3 Listing on an Alternative Exchange and conducting a Capital Raising

TNG could raise additional capital through a secondary listing on an alternative stock exchange such as the Toronto Stock Exchange or London’s AIM exchange. This will have the effect of increasing TNG’s global investment presence and allow the Company to benefit from foreign capital investment inflow. The same dilutionary issues arise though as with a secondary raising on the ASX.

Although this is a viable funding alternative to fund the Mount Peake Iron-Vanadium Project, this represents a long and costly process which would delay the BFS and may potentially represent a risky form of raising funds during an uncertain economic environment.

14.4 Series of Staggered Capital Raising

TNG may seek to raise the required capital through a series staggered capital raisings to fund the different stages of the feasibility study of the Mount Peake Iron-Vanadium Project and allow TNG management to assess the viability of the Mount Peake Iron-Vanadium Project development. However, this alternative would impose significant delays in raising the funds required for the BFS and therefore the ability of TNG management to take the Mount Peake Iron-Vanadium Project into the production phase.

14.5 Loan Agreement

TNG may be able to secure the required funding from a willing and able lending party. However this would result in a distribution of the security rights over the Company’s assets and will also require shareholder approval. Furthermore, the terms and conditions of the loan facility would include covenants which would restrict the ability of the Company to undertake operational and financial activities. TNG will also be required to make repayments on the loan in the future. There is currently no guarantee that TNG will successfully take the Mount Peake Iron-Vanadium Project into production phase and produce the required cash flows to repay the loan.

14.6 Convertible Note Issue

A convertible note issue will offer TNG with the funding requirements. However, the convertible note issue may require TNG to grant security over the Company’s assets to the convertible noteholders. The debt nature of convertible notes may also limit the Company’s operational and financial flexibility through its covenants. As discussed in the loan agreement alternative funding scenario, TNG may be required to make repayments on the convertible note in the future.

==> picture [76 x 30] intentionally omitted <==

15. Conclusion

We have considered the terms of the Proposal as outlined in the body of this report and have concluded that the Proposal is not fair but reasonable to the Shareholders of TNG.

16. Sources of Information

This report has been based on the following information:

Draft Notice of General Meeting and Explanatory Statement on or about the date of this report;
Audited financial statements of TNG for the years ended 30 June 2011, 30 June 2010 and 30 June 2009;
Unaudited management accounts of TNG for the period ended 31 July 2011;
Snowden Mining Industry Consultants Pty Ltd Independent Specialist Report;
Subscription Agreement between TNG, ECE and Wanlong Group;
Share registry information;
Information in the public domain; and
Discussions with Directors and Management of TNG.

17. Independence

BDO Corporate Finance (WA) Pty Ltd is entitled to receive a fee of $35,000 (excluding GST and reimbursement of out of pocket expenses). Except for this fee, BDO Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

BDO Corporate Finance (WA) Pty Ltd has been indemnified by TNG in respect of any claim arising from BDO Corporate Finance (WA) Pty Ltd's reliance on information provided by the TNG, including the non provision of material information, in relation to the preparation of this report.

Prior to accepting this engagement BDO Corporate Finance (WA) Pty Ltd has considered its independence with respect to TNG any of their respective associates with reference to ASIC Regulatory Guide 112 “Independence of Experts”. In BDO Corporate Finance (WA) Pty Ltd’s opinion it is independence of TNG and TNG and their respective associates.

Neither the two signatories to this report nor BDO Corporate Finance (WA) Pty Ltd, have had within the past two years any other professional relationship with TNG, or their associates.

A draft of this report was provided to TNG and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.

BDO is the brand name for the BDO International network and for each of the BDO Member firms.

BDO (Australia) Ltd, an Australian company limited by guarantee, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of Independent Member Firms. BDO in Australia, is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International).

==> picture [76 x 30] intentionally omitted <==

18. Qualifications

BDO Corporate Finance (WA) Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.

BDO Corporate Finance (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investment Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.

The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Adam Myers of BDO Corporate Finance (WA) Pty Ltd. They have significant experience in the preparation of independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia and were supported by other BDO staff.

Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales and a Member of the Institute of Chartered Accountants in Australia. He has over twenty years experience working in the audit and corporate finance fields with BDO and its predecessor firms in London and Perth. He has been responsible for over 150 public company independent expert’s reports under the Corporations Act or ASX Listing Rules. These experts’ reports cover a wide range of industries in Australia.

Adam Myers is a member of the Australian Institute of Chartered Accountants. Adam’s career spans 13 years in the Audit and Assurance and Corporate Finance areas. Adam has considerable experience in the preparation of independent expert reports and valuations in general for companies in a wide number of industry sectors.

19. Disclaimers and Consents

This report has been prepared at the request of TNG for inclusion in the Explanatory Memorandum which will be sent to all TNG Shareholders. TNG engaged BDO Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider whether the proposed share issue to ECE and Wanlong Group which provides them with a 30% interest in TNG is fair and reasonable.

BDO Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Explanatory Memorandum. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of BDO Corporate Finance (WA) Pty Ltd.

BDO Corporate Finance (WA) Pty Ltd takes no responsibility for the contents of the Explanatory Memorandum other than this report.

BDO Corporate Finance (WA) Pty Ltd has not independently verified the information and explanations supplied to us, nor has it conducted anything in the nature of an audit or review of TNG, ECE or Wanlong Group in accordance with standards issued by the Auditing and Assurance Standards Board. However, we have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of BDO Corporate Finance (WA) Pty Ltd acting as an independent expert to perform any due diligence procedures on behalf of the Company. The Directors of the Company are responsible for conducting appropriate due diligence in relation to TNG. BDO Corporate Finance (WA) Pty Ltd provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process.

==> picture [76 x 30] intentionally omitted <==

The opinion of BDO Corporate Finance (WA) Pty Ltd is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time.

With respect to taxation implications it is recommended that individual Shareholders obtain their own taxation advice, in respect of the Proposal, tailored to their own particular circumstances. Furthermore, the advice provided in this report does not constitute legal or taxation advice to the Shareholders of TNG, or any other party.

BDO Corporate Finance (WA) Pty Ltd has also considered and relied upon an independent valuation for assets held by TNG.

The valuer engaged for the valuation possesses the appropriate qualifications and experience in the property industry to make such assessments. The approaches adopted and assumptions made in arriving at their valuations are appropriate for this report. We have received consents from the valuer for the use of their valuation report in the preparation of this report.

The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that BDO Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

Yours faithfully

BDO CORPORATE FINANCE (WA) PTY LTD

==> picture [186 x 34] intentionally omitted <==

Sherif Andrawes Director

==> picture [118 x 60] intentionally omitted <==

Adam Myers

Director

==> picture [76 x 30] intentionally omitted <==

A endix 1 – Glossar of Terms pp y

Reference	Definition
The Act	The Corporations Act
Aosu	Aosu Investment and Development Co. Pty Ltd
AO-Zhong	AO-Zhong International Mineral Resources Pty Ltd
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
Atlantic	Atlantic Minerals Limited
BAC	Base Acquisition Costs
Beijia	Suzhou Beijia Investment Co., Ltd
BDO	BDO Corporate Finance (WA) Pty Ltd
BFS	Bankable Feasibility Study
Binding Letter of	The agreement dated 3 August 2011 to issue 113,299,875 shares to ECE and provide ECE the
Intent	rights to nominate four persons to be directors of TNG.
BRIC	Brazil, Russia, India and China
The Commonwealth	Commonwealth of Australia
The Company	TNG Limited
Davis Samuel Case	The legal proceedings between TNG and Commonwealth relating to its entitlement to a
	constructive trust over the Kanowna Securities.
DCF	Discounted Future Cash Flows
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
ECE	East China Mineral Exploration and Development Bureau
FeV	Ferrovanadium
FIRB	Foreign Investment Regulatory Board
Financing Agreement	The loan agreement between Aosu Investment and Development Co. Pty. Ltd and TNG Limited
	to lend A$2 million to TNG.
FMD	Future Maintainable Dividends
FME	Future Maintainable Earnings
JEC	Jiangsu Eastern China Non-Ferrous Metals Investment Holding Co., Ltd
Kanowna Securities	Kanowna Lights Limited
TNG	TNG Limited
TiO2	Titanium dioxide
HK ECE	Hong Kong East China Non-Ferrous Mineral Resources Co., Ltd
JEC	Jiangsu Eastern China Non-Ferrous Metals Investment Holding Co., Ltd
JORC	Joint Ore Reserves Committee

==> picture [76 x 30] intentionally omitted <==

Reference	Definition
JVT	Joint venture terms approach
LOI	Letter of Intent
MEE	Multiple of exploration expenditure
METS	Mineral Engineering Technical Services Pty Ltd
MOU	Memorandum of Understanding
NAV	Net Tangible Assets
Norlisk	Norilsk Nickel Australia Pty Ltd
NTGS	Northern Territory Geological Survey
Our Report	This Independent Expert’s Report prepared by BDO
PFS	Pre-feasibility study
QMP	Quoted Market Price
Quest	Quest Minerals Limited
REE	Rare Earth Element
Reed	Reed Resources Limited
ROC	Return of Capital
Shareholders	Shareholders of TNG not associated with ECE and Wanlong Group
Sherwin	Sherwin Iron Limited
Suzhou Beijia	Suzhou Beijia Investment Co., Ltd
Suzhou Wanlong	Suzhou Wanlong Electric Group Co., Ltd
SHJV	Sorby Hills Joint Venture
Speewah	Speewah Resources Limited
SPP	Share Purchase Plan
Subscription	The agreement to issue the Subscription Shares to ECE and Wanlong Group with ECE holding a
Agreement	51% interest and Wanlong Group holding a 49% interest.
Subscription Shares	122,058,455 TNG shares issued at $0.11 per share
The Proposal	The proposal to issue 122,058,455 TNG shares to ECE and Wanlong Group at a notional issue
	price of $0.11 per share
TiO2	Titanium dioxide
Wanlong Group	The party consisting of Suzhou
Wanlong	Suzhou Wanlong Electric Group Co., Ltd
WDR	Western Desert Resources Limited
V2O5	Vanadium pentoxide
VWAP	Volume Weighted Average Price
Yellow Rock	Yellow Rock Resources Limited

==> picture [76 x 30] intentionally omitted <==

A endix 2 – Valuation Methodolo ies pp g

Methodologies commonly used for valuing assets and businesses are as follows:

1 Net asset value on a going concern basis (“NAV”) Asset based methods estimate the market value of an entity’s securities based on the realisable value of its identifiable net assets. Asset based methods include:

Orderly realisation of assets method
Liquidation of assets method
Net assets on a going concern method

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to entity holders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the entity is wound up in an orderly manner.

The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the entity may not be contemplated, these methods in their strictest form may not be appropriate. The net assets on a going concern method estimate the market values of the net assets of an entity but does not take into account any realisation costs.

Net assets on a going concern basis are usually appropriate where the majority of assets consist of cash, passive investments or projects with a limited life. All assets and liabilities of the entity are valued at market value under this alternative and this combined market value forms the basis for the entity’s valuation.

Often the FME and DCF methodologies are used in valuing assets forming part of the overall Net assets on a going concern basis. This is particularly so for exploration and mining companies where investments are in finite life producing assets or prospective exploration areas.

These asset based methods ignore the possibility that the entity’s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when entities are not profitable, a significant proportion of the entity’s assets are liquid or for asset holding companies.

2 Quoted Market Price Basis

A valuation approach that can be used in conjunction with (or as a replacement for) other valuation methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares are traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a “deep” market in that security.

3 Capitalisation of future maintainable earnings (“FME”) This method places a value on the business by estimating the likely FME, capitalised at an appropriate rate which reflects business outlook, business risk, investor expectations, future growth prospects and other entity specific factors. This approach relies on the availability and analysis of comparable market data.

==> picture [76 x 30] intentionally omitted <==

The FME approach is the most commonly applied valuation technique and is particularly applicable to profitable businesses with relatively steady growth histories and forecasts, regular capital expenditure requirements and non-finite lives.

The FME used in the valuation can be based on net profit after tax or alternatives to this such as earnings before interest and tax (“ EBIT ”) or earnings before interest, tax, depreciation and amortisation (“ EBITDA ”). The capitalisation rate or "earnings multiple" is adjusted to reflect which base is being used for FME.

4 Discounted future cash flows (“DCF”)

The DCF methodology is based on the generally accepted theory that the value of an asset or business depends on its future net cash flows, discounted to their present value at an appropriate discount rate (often called the weighted average cost of capital). This discount rate represents an opportunity cost of capital reflecting the expected rate of return which investors can obtain from investments having equivalent risks.

A terminal value for the asset or business is calculated at the end of the future cash flow period and this is also discounted to its present value using the appropriate discount rate.

DCF valuations are particularly applicable to businesses with limited lives, experiencing growth, that are in a start up phase, or experience irregular cash flows.

==> picture [76 x 30] intentionally omitted <==

A endix 3 – Com an Announcements pp p y

			Closing Share Price
		Closing Share Price	Three Days
		One Day After	After
Date of		Announcement	Announcement
Announcement	Announcement Details	$ (movement)	$ (movement)
1/08/2011	Trading Halt	0.093 (-)	0.1 (�7.53%)
	Positive Infrastructure Discussions - Mount Peake Iron-
26/07/2011	Vanadium Project	0.099 (�6.45%)	0.093 (�6.06%)
25/07/2011	Quarterly Cashflow Report	0.093 (�1.09%)	0.092(�1.08%)
25/07/2011	Quarterly Activities Report	0.093 (�1.09%)	0.092(�1.09%)
13/07/2011	Mount Peake Resource Drilling Commences	0.093(�2.11%)	0.09(�3.23%)
30/06/2011	Initial Copper Exploration Completed at McArthur	0.071 (�5.97%)	0.076(�7.04%)
22/06/2011	Completion of Diamond Drilling for Pilot Plant	0.074 (�1.33%)	0.066 (�10.81%)
9/06/2011	International Patent Application Filed	0.081 (�2.53%)	0.085 (�3.7%)
6/06/2011	Diamond Drilling Update	0.086 (�1.18%)	0.081 (�5.82%)
13/05/2011	Definitive Drilling Programme Commences at Mount Peake	0.095 (-)	0.091 (�4.21%)
	Copper Exploration Commences at McArthur River Project,
10/05/2011	NT	0.098 (�6.67%)	0.095 (�3.06%)
29/04/2011	Quarterly Cashflow Report	0.12 (�7.69%)	0.11 (�8.33%)
21/04/2011	Quarterly Activities Report	0.125 (�4.17%)	0.12 (�4.0%)
21/04/2011	MOU Review Positive	0.125 (�4.17%)	0.12 (�4.0%)
	Positive Ferro-Vanadium Scoping Study - Mount Peake
13/04/2011	Iron-Vanadium Project	0.125 (�4.17%)	0.125 (-)
5/04/2011	Project Update	0.12 (�4.35%)	0.12 (-)
15/03/2011	TNG Appoints Global Engineering Firm	0.1 (�4.76%)	0.11 (�10%)
7/03/2011	Share Placement and Commissioning of Pilot Plant	0.135 (-)	0.12 (�11.11%)
3/03/2011	Trading Halt	0.135 (�3.57%)	0.135(-)
	MOU With Major Chinee Engineering Company for Mount
28/02/2011	Peake	0.14 (�3.70%)	0.135 (�3.57%)
	TNG Receives Initial Payment for Manbarrum Zinc Project
17/02/2011	JV	0.15 (-)	0.155 (�3.33%)
15/02/2011	Expands Mount Peake study to include ferro-vanadium	0.15 (�11.76%)	0.15 (-)
9/02/2011	Joint Venture Agreed for Manbarrum Zinc Project, NT	0.145 (�3.57%)	0.17 (�17.24%)
29/10/2010	Copper Results	0.048 (�4.35%)	0.043 (�10.42%)
28/10/2010	Quarterly Cashflow Report	0.046 (-)	0.043 (�6.52%)
21/10/2010	Quarterly Activities Report	0.048 (�2.13%)	0.046 (�4.17%)
12/10/2010	Copper Gossan, Mount Peake Iron-Vanadium Project	0.055 (�14.58%)	0.054 (�1.82%)
24/09/2010	New Agreement for Manbarrum Project	0.047 (-)	0.052 (�10.64%)
13/09/2010	Positive Interim Results from Mount Peake Scoping Study	0.045 (-)	0.043 (�4.44%)
31/08/2010	Exploration Update	0.04 (�4.76%)	0.04 (-)
22/07/2010	Quarterly Cashflow Report	0.05 (�16.28%)	0.05(-)
22/07/2010	Quarterly Activities Report	0.05 (�16.28%)	0.05(-)
8/07/2010	Mount Peake Update	0.04 (�13.04%)	0.042 (�5%)

==> picture [76 x 30] intentionally omitted <==

The above table shows the announcements by TNG over period one year prior to 2 August 2011 that were considered price sensitive by the ASX.

The price of a share in TNG has more than doubled over the year, with the majority of the gains occurring in February 2011. Prior to this, the share price was relatively static. This would indicate that the market may have had some expectation of favourable future transactions for TNG.

The biggest price spike came following the announcement of positive results from an independent Scoping Study to evaluate the development potential of the Mount Peake Iron-Vanadium Project in the Northern Territory. This announcement caused a spike in the volume traded as well as a 41.67% rise in the share price from the previous close. Three days after the announcement however the price fell from $0.17 (close following the announcement) to $0.135.

Other key announcements by TNG include the announcement on 21 April 2011 that a non-binding Memorandum of Understanding was established with a major Chinese engineering and development company. Share prices remained flat three days following the announcement.

TNG also announced on 9 June 2011 an international patent application has been filed for TIVAN process following the first successful extraction of commercial grades of vanadium, titanium and iron from the Mount Peake Deposit. The market was also informed by the Managing Director that this patent has the potential to support the development of a fully integrated ferrous metals business for the Company.

==> picture [76 x 30] intentionally omitted <==

Appendix 4 – Snowden Mining Consultants Pt Ltd Re ort y p

==> picture [109 x 16] intentionally omitted <==

15 November 2011

Mr Sherif Andrawes Director BDO Corporate Finance (WA) Pty Ltd 38 Station Street SUBIACO WA 6008

Via E-mail: [email protected]

Dear Sir

Independent Valuation of the Mineral Assets of TNG Limited

Snowden Mining Industry Consultants (“Snowden”) understand that BDO Corporate Finance (WA) Pty Ltd (“BDO”) has been appointed as the Independent Expert in regard to a proposed transaction between Jiangsu Eastern China Non-Ferrous Metals Investment Holding Co., Ltd (“ECE”) and TNG Limited (“TNG”).

Snowden further understands that TNG has engaged BDO to advise upon whether or not the proposed issue of TNG shares at $0.11 per share to ECE to provide it with a 30% interest in TNG is fair and reasonable, and that in determining your opinion you will rely in part upon this report to determine the Fair Market Value of TNG‟s mineral assets.

At your written request (commissioning letter dated 23 August 2011) Snowden has prepared an Independent Valuation of the mineral assets of TNG with an effective Valuation Date of 12, October 2011. Snowden understands that a copy of its report will be appended to the Independent Experts Report prepared by BDO for the purpose of providing an opinion to TNG shareholders, and that as such this report will comprise part of a public document.

TNG‟s mineral assets located within the Northern Territory and the State of Western Australia comprise the following:

Mount Peake Iron-Vanadium Project
Manbarrum Zinc, Lead, Silver Project
Rover Gold-Copper Project (including Gosse River, McLaren and Goddard‟s EL applications)
Petermanns Gold, Copper, Uranium Project (EL applications)
McArthur River Copper Project
East Arnhem Land Iron Ore Project
Melville Island Bauxite Project (EL application)

In addition TNG has mineral assets comprised of minority equity and / or royalty interests as follows;

A 20% convertible interest in the Cawse Extended, Nickel, Cobalt Project
A royalty interest in the Kintore East Gold Project, and
A royalty interest in the McTavish Gold Project

A draft version of this report was provided to BDO along with a request to confirm that there are no material errors or omissions in the report and that the information in the report is factually accurate.

Confirmation of those terms has been provided in writing and has been relied upon by Snowden.

This report is provided subject to the following assumptions and qualifications:

(a) TNG and BDO have made available to Snowden all material information in TNG‟s possession or known to TNG in relation to the technical, development, mining and financial aspects of the project areas, and that TNG has not withheld any material information and that information is accurate and up to date in all material respects;
(b) all reports and other technical documents provided by TNG and BDO correctly and accurately record the result of all geological and other technical activities and test work conducted to date in relation to the project areas and accurately record any advice from relevant technical experts;
(c) TNG has good and valid title to all tenements or other land tenure required to explore, develop, mine and operate within the project areas in the manner proposed;

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 1

==> picture [109 x 16] intentionally omitted <==

(d) all necessary governmental consents and approvals (including those regarding environmental issues) required to manage mineral production from the project areas have been obtained or will be forthcoming without any material delay and on terms which will not cause any material change to any mining, exploration or other activities proposed and which will not cause any material change to the costs of such activities;
(e) all of the information provided by TNG pertaining to project areas or its history or future intentions, financial forecasting or the effect of relevant agreements is correct and accurate in all material respects;
(f) in assessing TNG‟s Mineral Resources, Snowden has relied on reported information provided by BDO and TNG and has not undertaken independent audits of the data used to prepare the Mineral Resource estimates.

In relation to the above qualifications, Snowden did not undertake any independent enquiries or audits to verify that the assumptions are correct and gives no representation that they are correct. Snowden has not carried out any type of audit of TNG‟s records to verify that all material documentation has been provided. Snowden has however endeavoured, by making reasonable enquiry of TNG and BDO, to ensure that all material information in the possession of TNG has been fully disclosed to Snowden. BDO has agreed to indemnify Snowden from any liability arising from Snowden‟s reliance upon information provided or not provided to it.

Executive Summary

Snowden are of the opinion that the Fair Market Value of TNG‟s mineral assets at 12 October 2011 lies within a range of value between $23.30 million and $78.46 million with a preferred value of $46.38 million dollars. The individual values for each of the projects are summarised in the table below.

Summary of the Fair Market Value of TNG’s Mineral Assets

	Estimated Value Lower Estimated Value Upper Estimated Value Preferred
Project Interest

Mount Peake Project TNG 100%	$11.68million $33.83 million $21.06 million
Manbarrum Project TNG 100%	$8.46 million $26.20 million $14.90 million
McArthur River Project TNG 100%	$0.36 million $1.75 million $1.06 million
East Arnhem Land Project TNG 100%	$0.01million $0.05 million $0.03 million
Petermanns Project TNG 100%	$1.00 million $1.51 million $1.26 million
Cawse Extended Ni Project TNG 20%	$0.05million $9.00 million $4.52 million
Melville Island Project TNG 100%	$0.46 million $1.82 million $1.14 million
Rover Project TNG 20%	$0.09 million $0.85 million $0.47 million
McTavish TNG 30%	$0.02 million $0.19 million $0.10 million
Kintore East TNG 20%	$0.01 million $0.06 million $0.03 million
Total	$22.14 million $75.26 million $44.57 million

Yours faithfully

==> picture [125 x 51] intentionally omitted <==

Trevor Bradley B(app)Sc(Hons),LLM (Dist.) MAIG Divisional Manager - Corporate Services Snowden Mining Industry Consultants Pty Ltd

Phone: +61 8 9213 9213 Email: [email protected]

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 2

==> picture [109 x 16] intentionally omitted <==

1.	INTRODUCTION..................................................................................................................... 7	INTRODUCTION..................................................................................................................... 7
	1.1	RESPONSIBILITY ........................................................................................................ 7
	1.2	DISCLAIMER ............................................................................................................... 7
	1.3	SITE VISITS ................................................................................................................. 7
	1.4	ABORIGINAL HERITAGE AND NATIVE TITLE LIABILITIES ........................................ 7
		1.4.1 Tenements Subject to Native Title.................................................................. 7
		1.4.2 Tenements and Applications on Aboriginal Land ............................................ 8
		1.4.3 ELAs under NT Aboriginal Land Rights Act .................................................... 8
2.	MOUNT PEAKE IRON VANADIUM PROJECT ........................................................................ 9
	2.1	LOCATION AND ACCESS ........................................................................................... 9
	2.2	TENEMENT HOLDING ................................................................................................ 9
	2.3	REGIONAL GEOLOGY ...............................................................................................10
	2.4	PROJECT HISTORY ...................................................................................................12
	2.5	EXPLORATION POTENTIAL ......................................................................................13
		2.5.1 Geology ........................................................................................................15
		2.5.2 Petrography ..................................................................................................17
	2.6	EL 270070...................................................................................................................18
	2.7	EL 23271.....................................................................................................................19
	2.8	EL 27706, MOUNT ESTHER .......................................................................................20
	2.9	EL 27787 HANSON .....................................................................................................20
	2.10	EL 27941.....................................................................................................................20
	2.11	EL 27069.....................................................................................................................21
		2.11.1 Location and access .....................................................................................21
		2.11.2 Local Geology ..............................................................................................22
		2.11.3 Recent exploration ........................................................................................22
	2.12	EL 28491.....................................................................................................................22
	2.13	SCOPING AND METALLURGICAL STUDIES .............................................................22
		2.13.1 Hydrometallurgical Process ..........................................................................22
		2.13.2 International Patent.......................................................................................22
		2.13.3 Scoping Study ..............................................................................................23
		2.13.4 Mineral Resource Update .............................................................................23
		2.13.5 Ferro-Vanadium Scoping Study ....................................................................23
		2.13.6 Pre-Feasibility ...............................................................................................24
	2.14	AUSTRALIAN VANADIUM PROJECTS .......................................................................24
3.	MANBARRUM ZINC LEAD SILVER PROJECT ......................................................................24
	3.1	LOCATION, ACCESS, TOPOGRAPHY AND CLIMATE ...............................................24
	3.2	TENEMENT HOLDING ...............................................................................................25
	3.3	JOINT VENTURE ARRANGEMENTS..........................................................................27
	3.4	RECENT EXPLORATION (2008-2010)........................................................................27
	3.5	DJIBITGUN AREA .......................................................................................................28
		3.5.1 Background ..................................................................................................28
		3.5.2 Mineral Resources ........................................................................................29
	3.6	WINCHROPE ..............................................................................................................29
	3.7	LEGUNE IRON ORE PROSPECT ...............................................................................29
	3.8	BROWNS PROSPECT ................................................................................................30
	3.9	SANDY CREEK ..........................................................................................................31
		3.9.1 Drilling ..........................................................................................................31
		3.9.2 Mineral Resource .........................................................................................31
	3.10	METALLURGICAL WORK ...........................................................................................32
	3.11	EXPLORATION POTENTIAL ......................................................................................33
4.	MCARTHUR RIVER COPPER PROJECT NT ........................................................................33
	4.1	LOCATION AND ACCESS ..........................................................................................33
	4.2	TENEMENTS ..............................................................................................................33
	4.3	REGIONAL GEOLOGY ...............................................................................................34
	4.4	EXPLORATION POTENTIAL ......................................................................................35
	4.5	EL 27711 KILGOUR RIVER ........................................................................................35
		4.5.1 Geology ........................................................................................................35
		4.5.2 Previous exploration .....................................................................................36
		4.5.3 Recent exploration ........................................................................................37
	4.6	EL 28503 BLACK SPRINGS........................................................................................37
	4.7	ELA 28509 YAH YAH ..................................................................................................38
		4.7.1 Geology ........................................................................................................38

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 3

==> picture [109 x 16] intentionally omitted <==

		4.7.2 Historical Exploration ....................................................................................38
		4.7.3 Recent exploration ........................................................................................39
		4.7.4 Exploration potential .....................................................................................39
5.	EAST	ARNHEM LAND PROJECT ..........................................................................................39
	5.1	LOCATION, ACCESS, TOPOGRAPHY AND CLIMATE ...............................................39
6.	PETERMANNS PROJECT (NT) .............................................................................................40
	6.1	EXPLORATION POTENTIAL ......................................................................................41
7.	CAWSE EXTENDED NICKEL PROJECT (WA) ......................................................................41
	7.1	LOCATION AND ACCESS ..........................................................................................41
	7.2	GEOLOGY ..................................................................................................................41
	7.3	EXPLORATION POTENTIAL ......................................................................................43
8.	MELVILLE ISLAND PROJECT ...............................................................................................43
	8.1	EXPLORATION POTENTIAL ......................................................................................43
9.	ROVER PROJECT .................................................................................................................44
	9.1	LOCATION, ACCESS AND CLIMATE .........................................................................44
	9.2	MINERAL TENEMENTS..............................................................................................44
	9.3	ROVER JOINT VENTURE ..........................................................................................45
	9.4	REGIONAL GEOLOGY ...............................................................................................45
	9.5	RECENT EXPLORATION ...........................................................................................46
	9.6	EXPLORER PROSPECT AREA (EL 24471) ................................................................46
		9.6.1 Location, access and topography ..................................................................46
		9.6.2 Background ..................................................................................................46
		9.6.3 Geology ........................................................................................................47
	9.7	PREVIOUS EXPLORATION AND MINING IN REGION ...............................................48
		9.7.1 Previous Exploration in EL 24471 area .........................................................49
	9.8	RECENT EXPLORATION ...........................................................................................50
		9.8.1 Literature Research ......................................................................................50
		9.8.2 Rock Chip Sampling .....................................................................................50
		9.8.3 Airborne magnetics .......................................................................................50
		9.8.4 Gravity survey ..............................................................................................51
		9.8.5 Exploration Potential .....................................................................................52
	9.9	EAST ROVER PROSPECT AREA (EL 25581) ............................................................52
		9.9.1 Location, access, topography and climate .....................................................52
		9.9.2 Background ..................................................................................................53
		9.9.3 Geology ........................................................................................................54
		9.9.4 Previous Mining and Exploration in the Tenement area .................................54
		9.9.5 Recent Exploration .......................................................................................54
		9.9.6 Future exploration and exploration potential ..................................................56
	9.10	MCLAREN ELA 25582 ................................................................................................56
	9.11	GOSSE RIVER ELA 25587 .........................................................................................56
	9.12	GODDARDS ELA 24260 .............................................................................................56
10.	MCTAVISH PROJECT (WA) ..................................................................................................56
	10.1	LOCATION AND ACCESS ..........................................................................................56
	10.2	MINERAL TENEMENTS..............................................................................................56
	10.3	BACKGROUND HISTORY ..........................................................................................58
	10.4	REGIONAL GEOLOGY ...............................................................................................58
	10.5	LOCAL GEOLOGY AND STRUCTURAL CONTROLS ON GOLD
	MINERALISATION ................................................................................................................59
	10.6	PREVIOUS EXPLORATION ........................................................................................60
	10.7	RECENT EXPLORATION ...........................................................................................60
	10.8	EXPLORATION POTENTIAL ......................................................................................60
11.	KINTORE EAST PROJECT ...................................................................................................60
	11.1	LOCATION AND ACCESS ..........................................................................................60
	11.2	TENEMENTS ..............................................................................................................61
	11.3	NATIVE TITLE ............................................................................................................62
	11.4	REGIONAL GEOLOGY ...............................................................................................63
	11.5	PROJECT GEOLOGY .................................................................................................63
	11.6	RECENT EXPLORATION ...........................................................................................64
	11.7	EXPLORATION POTENTIAL ......................................................................................64
12.	VALUATION CONSIDERATIONS ..........................................................................................64
	12.1	FAIR MARKET VALUE OF MINERAL ASSETS ...........................................................64
	12.2	METHODS OF VALUING MINERAL ASSETS .............................................................65

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 4

==> picture [109 x 16] intentionally omitted <==

		12.2.1 Mineral assets with Mineral Resources and Ore Reserves ............................65
		12.2.2 Mineral assets in the exploration stage .........................................................66
	12.3	SNOWDEN‟S VALUATION METHODOLOGY .............................................................67
		12.3.1 Mineral Resource estimates ..........................................................................67
		12.3.2 Exploration potential estimate .......................................................................67
13.	VALUATION ..........................................................................................................................68
	13.1	MOUNT PEAKE IRON VANADIUM PROJECT ............................................................68
		13.1.1 Mineral Resource .........................................................................................68
		13.1.2 Exploration potential .....................................................................................70
	13.2	MANBARRUM ZINC LEAD SILVER PROJECT ...........................................................71
		13.2.1 Mineral Resource .........................................................................................71
		13.2.2 Exploration Potential .....................................................................................72
	13.3	MCARTHUR RIVER COPPER PROJECT NT..............................................................72
		13.3.1 Exploration Potential .....................................................................................72
	13.4	EAST ARNHEM LAND PROJECT ...............................................................................74
	13.5	PETERMANNS PROJECT (NT) ..................................................................................74
	13.6	CAWSE EXTENDED NICKEL PROJECT (WA) ...........................................................75
		13.6.1 Previous Valuations ......................................................................................76
	13.7	MELVILLE ISLAND PROJECT ....................................................................................76
	13.8	ROVER PROJECT ......................................................................................................77
	13.9	MCTAVISH PROJECT (WA) .......................................................................................77
	13.10	KINTORE EAST PROJECT .........................................................................................78
	13.11	VALUATION SUMMARY .............................................................................................78
	13.12	MARKET VALUE.........................................................................................................78
14.	DECLARATIONS BY SNOWDEN ..........................................................................................79
	14.1	INDEPENDENCE ........................................................................................................79
	14.2	QUALIFICATION .........................................................................................................79
15.	BIBLIOGRAPHY ....................................................................................................................80
		LIST OF TABLES
Table	2.1	Mount Peake tenements ............................................................................................ 9
Table	2.2	October 2011 Mount Peake Mineral Resource at 0.1 % V2O5cut-off..........................23
Table	2.3	Australian Vanadium projects ....................................................................................24
Table	3.1	Manbarrum Project tenements (NT) ..........................................................................25
Table	3.2	Manbarrum Project tenements (WA) .........................................................................26
Table	3.3	Djibitgun Resources, CSA, March 2008.....................................................................29
Table	3.4	Sandy Creek Mineral Resource (1.0 % Zn cut-off) .....................................................31
Table	3.5	Sandy Creek classified mineral resource at a cut-off of 1.5% Zn, March 2010 ...........32
Table	4.1	McArthur River tenements .........................................................................................33
Table	6.1	Petermanns Project Tenements ................................................................................40
Table	7.1	Cawse Extended Tenements ....................................................................................41
Table	9.1	East Rover RC holes.................................................................................................55
Table	10.1	McTavish Project Tenements (WA) ...........................................................................56
Table	11.1	Kintore East tenements (WA) ....................................................................................61
Table	12.1	Kilburn rating criteria (modified by Snowden) .............................................................68
Table	13.1	Comparable Vanadium Resource Transaction...........................................................69
Table	13.2	Estimated Market value of Mount Peake Vanadium Resource ...................................70
Table	13.3	Value of Mount Peake Exploration Potential ..............................................................70
Table	13.4	Market Value Mount Peake Project ...........................................................................71
Table	13.5	Comparable Zinc, Silver, Lead Transactions .............................................................71
Table	13.6	Zinc Equivalent Comparable Transactions.................................................................72
Table	13.7	Value of Manburrum Project Exploration Potential .....................................................72
Table	13.8	Market Value Manbarrum Project ..............................................................................72
Table	13.9	Value of McArthur River Project Exploration Potential................................................73
Table	13.10	Market Value McArthur River Project .........................................................................73
Table	13.11	Copper Exploration Transactions ..............................................................................73
Table	13.12	Estimated Range of Value for McArthur River EL‟s implied by Comparable
		Transactions .............................................................................................................73
Table	13.13	Value of East Arhnem Land Project Exploration Potential ..........................................74
Table	13.14	Market Value East Arnhem Land Project ...................................................................74
Table	13.15	Comparable Transaction Estimate of Value ...............................................................74

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 5

==> picture [109 x 16] intentionally omitted <==

Table 13.16	Value of Petermanns Project Exploration Potential ....................................................75
Table 13.17	Market Value Petermanns Project .............................................................................75
Table 13.18	Comparable Transactions Cawse ..............................................................................75
Table 13.19	Market Value Cawse Extended Nickel Project ...........................................................76
Table 13.20	Cawse Extended CRM Valuation, August 2010 .........................................................76
Table 13.21	Value of Melville Island Project Exploration Potential .................................................76
Table 13.22	Market Value Melville Island Project ..........................................................................76
Table 13.23	Value of Rover Project Exploration Potential .............................................................77
Table 13.24	Market Value Rover Project.......................................................................................77
Table 13.25	McTavish Project Valuation (30%) .............................................................................77
Table 13.26	Market Value McTavish Project .................................................................................78
Table 13.27	Kintore East Project Valuation (20%) .........................................................................78
Table 13.28	Market Value Kintore East Project .............................................................................78
	LIST OF FIGURES
Figure 2.1	Mount Peake location and tenements ........................................................................10
Figure 2.2	Mount Peake Regional Geology ................................................................................11
Figure 2.3	Geophysical drilling targets .......................................................................................14
Figure 2.4	Potential Magnetite targets ........................................................................................15
Figure 2.5	Mount Peake RC drilling............................................................................................16
Figure 2.6	Mount Peake diamond drilling ...................................................................................17
Figure 2.7	Mount Peake Restricted Works Areas .......................................................................20
Figure 2.8	EL 27941 exploration activity.....................................................................................21
Figure 3.1	Manbarrum Project area............................................................................................25
Figure 3.2	Manbarrum Project tenements (NT) ..........................................................................26
Figure 3.3	Manbarrum Project Prospect Locations with rock chip and soil results .......................27
Figure 3.4	Djibitgun Area ...........................................................................................................28
Figure 3.5	Legune Iron Ore prospect .........................................................................................29
Figure 3.6	Browns Prospect, drill holes on IP .............................................................................30
Figure 4.1	McArthur River Project Location ................................................................................33
Figure 4.2	McArthur River Geology ............................................................................................34
Figure 4.3	McArthur River Geology Legend ...............................................................................35
Figure 4.4	Map of previous exploration ......................................................................................36
Figure 4.5	Kilgour River rock sampling 2011 ..............................................................................37
Figure 4.6	El 28509 location and topography .............................................................................38
Figure 5.1	East Arnhem Land Project ........................................................................................40
Figure 7.1	Cawse Extended tenements and prospects ...............................................................42
Figure 7.2	Cawse Extended Mineral Resources .........................................................................42
Figure 8.1	Melville Island ELA28617 ..........................................................................................43
Figure 8.2	Melville Island bauxite prospects ...............................................................................44
Figure 9.1	WDR Rover Project and Rover JV .............................................................................45
Figure 9.2	Tenement boundary ..................................................................................................47
Figure 9.3	Geology of EL24471 tenement area ..........................................................................48
Figure 9.4	Airborne magnetic image ..........................................................................................51
Figure 9.5	Gravity survey ...........................................................................................................51
Figure 9.6	Historical drilling (EL 24471)......................................................................................52
Figure 9.7	Location of Rover Prospect Area (EL 25581) .............................................................53
Figure 9.8	Location of magnetic targets .....................................................................................54
Figure 9.9	Location of drill holes on magnetic image ..................................................................55
Figure 10.1	McTavish Project ......................................................................................................57
Figure 10.2	McTavish JV (Crucible Resources)............................................................................58
Figure 10.3	McTavish Project Geology ........................................................................................59
Figure 10.4	McTavish Region gold mines and historical workings ................................................60
Figure 11.1	Kintore East Project tenements .................................................................................62

LIST OF APPENDICES

Appendix A Comparable Transactions

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 6

==> picture [109 x 16] intentionally omitted <==

1. INTRODUCTION

TNG is a public company listed on the ASX, originally incorporated as Lightening Ridge Mining NL in 1970 the company changed its name to Hallmark Consolidated Ltd in the early 2000‟s. In 2004 the company again changed names to Tennant Creek Gold Ltd. and then listed on the Frankfurt Stock Exchange. In 2005 the company again changed its name to TNG Limited (RIU; Register of Australian Mining, 2011/2012)

TNG‟s mineral assets located within the Northern Territory and the State of Western Australia comprise the following:

Mount Peake Iron-Vanadium Project
Manbarrum Zinc, Lead, Silver Project
Rover Gold-Copper Project (including Gosse River, McLaren and Goddard‟s EL applications)
Petermanns Gold, Copper, Uranium Project (EL applications)
McArthur River Copper Project
East Arnhem Land Iron Ore Project
Melville Island Bauxite Project (EL application)

In addition TNG has mineral assets comprised of minority equity and / or royalty interests as follows:

A 20% interest in the Cawse Extended, Nickel, Cobalt Project
A royalty interest in the Kintore East Gold Project, and
A royalty interest in the McTavish Gold Project

The Mount Peake vanadium deposit is emerging as TNG‟s main mineral asset due in a large part to expectations based on a recently patented hydrometallurgical process developed by TNG in conjunction with Mineral Engineering Technical Services Pty, Ltd. (“METS”). The process is still in development and has not yet been demonstrated to be economically or technically viable at the scale of operation contemplated.

1.1 RESPONSIBILITY

The Snowden personnel responsible for the preparation and review of this report are Mr Trevor Bradley (Divisional Manager – Corporate Services) who is the principal author of this report and Mr Terry Parker (Principal Consultant – Corporate Services). Mr Craig Morley (CEO Snowden) under took the task of peer review on the report to ensure it complies with the guidelines as laid down by both the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Experts Reports (Valmin 2005) and The Australasian Code for Reporting of Exploration results, Mineral resources and Ore Reserves (JORC 2004).

1.2 DISCLAIMER

Snowden has relied on the accuracy and completeness of the technical documentation supplied to it by TNG and BDO. Snowden has made all reasonable enquiries into the material aspects of the project and makes no warranty or representation as to the accuracy or completeness of the information provided. Furthermore, Snowden accepts no responsibility for the information or statements, opinions, or matters expressed or implied arising out of, contained in, or derived from information contained in this report, unless specifically disclosed by Snowden.

1.3 SITE VISITS

Snowden did not undertake a site visit to TNG‟s mineral assets. Snowden are familiar with the projects having undertaken work previously on some and also being familiar with the style of mineralisation on others having worked in the areas where these projects are located over a number of years for several clients. On this occasion given the exploration status of the projects Snowden formed the opinion that due to the limited outcrop and its previous knowledge of the projects a site visit was not required.

1.4 ABORIGINAL HERITAGE AND NATIVE TITLE LIABILITIES

1.4.1 Tenements Subject to Native Title

A number of tenements and applications fall on land subject to native title claims, determinations that native title exists, or areas subject to indigenous land use agreements (ILUAs).

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 7

==> picture [109 x 16] intentionally omitted <==

In performing valuations for applications and tenements subject to native title, Snowden has applied no discount where there is evidence that native title risk is in the ordinary course. This applies to the majority of tenements falling on land subject to native title, including the following.

ELs 27941 and 28491 (Mt Peake) - located in a remote area in the NT where native title is probably claimed (although no registered claim has yet been filed) and ELs 23074, 23271, 27069, 27070, 27706, 27787 (also Mt Peake), subject to a native title agreement between Enigma and the Central Land Council of 26 May 2010 to permit exploration that sets out a process for expeditiously resolving native title matters to allow the grant of a mineral tenement. MLA 28341 falls within the boundaries of EL23074.
EL24395, 25470, 25646, A24518, A26581 and MLA27357 (Manbarrum), are subject to the Legune (DC10/5) or Spirit Hills (DC10/25) determinations of native title. EL24395 and A24518 are subject to agreement between Tennant Creek Gold Limited, the native title group and the Northern Land Council which provides financial consideration for exploration activities.
E80/3772 and E80/3816 (East Kimberley). Tenements are subject to a judicial determination that native title exists (Ward v Western Australia – WAD 124/04).
EL 27711, 28503 (McArthur River). Tenements subject to the McArthur River native title claim (DC00/27) and Kiana West native title claim (DC01/68) respectively.
M24/547, M24/548, M24/549, M24/550 (Cawse Extended). Tenements subject to native title consent pursuant to agreements between native title parties, the state of WA, Minister for State Development and the tenement holder.
EL 24471 (Explorer) - located in a remote area where native title is claimed (but no registered claim exists). Land subject to tenement is also subject to the Giants Reef ILUA which enables the grant of mining, exploration and related tenements for Giants Reef Exploration Pty Limited and covers more than 52 ELAs, 5 MLs and associated activities such as use of water resources and pipelines.

Snowden has applied a discount value to EL28218 and EL28219 (East Arnhem) to reflect the fact that these tenements are subject to overlapping native title claims DC01/14 and DC01/66, and thus carry greater native title risk.

For EL28218, 100% of the tenement is subject to overlap. As such a discount 50% has been applied to reflect heightened risk for EL28218.
For EL28219 there is a technical overlap of only 0.02% (0.007 square kilometres) of the tenement area. A smaller discount of 5% has been applied to reflect slightly heightened risk for EL28219, arising due to this very small overlap.

1.4.2 Tenements and Applications on Aboriginal Land

A number of relevant ELAs fall on Aboriginal land.

To reflect the risk that ELAs on Aboriginal land may never be granted due to traditional owner veto, Snowden has reduced the value of ELAs falling on Aboriginal land by between 50% and 80%.

1.4.3 ELAs under NT Aboriginal Land Rights Act

These ELAs have no guarantee of grant, and may be moved into moratorium by traditional owners.

ELA 28509 (McArthur River) – application made on 13 December 2010 and currently being processed, with initial consultations with traditional owners during September 2011 and the final position likely to be known by mid 2012. A discount factor of 50% has been applied to reflect the risk that the tenement will be moved into moratorium.
ELAs 25562, 25564, 26382, 26383, 26384 (Petermanns) – applications made in 2006 and 2007 and still not granted. A discount factor of 50% has been applied to reflect the risk that the tenements will be moved into moratorium.
ELA 28617 (Melville Island) – applications made 14 February 2011 on land subject to Tiwi Aboriginal Land Trust. There is a heightened prospect that no consent will be provided for at least some of the land subject to this ELA, given the large proportion of the island covered by this ELA. A discount factor of 60% has been applied to reflect the risk that the tenement will be moved into moratorium or refused in part.
ELA 25587 (Gosse River) was applied for in 2007 and has not been processed. A discount factor of 50% has been applied to reflect the risk that the tenement will be moved into moratorium.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 8

==> picture [110 x 17] intentionally omitted <==

ELA 24260 (Goddards) appears to have failed to progress since 2004. A discount factor of 80% has been applied to reflect the risk that the tenement will be moved into moratorium.
ELA 25582 (McLaren) was applied for on 6 September 2006 and placed into moratorium on 13 August 2008. The moratorium expires on 13 August 2013, after which the company may apply to have traditional owners reconsider their position. Land to the north, south and east is also in moratorium. Taking into account the existing moratorium, we have further discounted the value of ELA 25582 by a total of 80%

Snowden has not discounted the following tenements:

EL25581 (Rover). This tenement falls on Aboriginal land and does not appear to evidence risk that is higher and above that seen in other ELs on Aboriginal land.
MLC 647 (Kovacs) which was granted in 1970 and pre-dates Aboriginal land.

2. MOUNT PEAKE IRON VANADIUM PROJECT

2.1 LOCATION AND ACCESS

The Mount Peake Project is located approximately 280km NE of Alice Springs in the Northern Territory, and is situated predominantly to the west of the sealed Stuart Highway to Darwin. Access within the project area is good with well-maintained station and exploration tracks. The Darwin to Amadeus Basin liquefied natural Gas (“LNG”) gas pipeline traverses parts of the lease holding as does the Darwin to Adelaide Single Mode Optical Fiber Cable. The Darwin to Adelaide railway runs east of the project area (Figure 2.1).

2.2 TENEMENT HOLDING

The Mount Peake Project area comprises eight exploration licenses held by Enigma Mining (a fully owned subsidiary of TNG) covering an area of approximately 2,641 square kilometers (Table 2.1 and Figure 2.1). In October 2010 a Mineral Lease Application (MLA28341) covering an area of 358 hectares was submitted to cover the existing resource area.

Table 2.1 Mount Peake tenements

Title	Title Holder	Area (blocks)	Area (Km2/ha)	Grant date	Expiry date
EL23074	Enigma Mining	53	169.2 km2	22/07/2002	21/07/2012
EL23271	Enigma Mining	30	95.9 km2	22/10/2002	21/10/2012
EL27069	Enigma Mining	75	245.9 km2	13/08/2009	12/08/2015
EL27070	Enigma Mining	28	89.5 km2	13/08/2009	12/08/2015
EL27706	Enigma Mining	183	579.6 km2	18/05/2010	17/05/2016
EL27787	Enigma Mining	45	139.2 km2	09/08/2010	15/08/2016
EL27941	Enigma Mining	201	660.8 km2	20/10/2010	19/10/2016
EL28491	Enigma Mining	54.38	660.8 km2	20/07/2011	20/07/2017
MLA28341	TNG		358 ha	Application	-

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 9

==> picture [110 x 17] intentionally omitted <==

Figure 2.1 Mount Peake location and tenements

==> picture [457 x 406] intentionally omitted <==

(Source TNG)

EL 23074 contains the Mount Peake vanadium deposit and covers a total area of 169.2 km[2] the lease was initially granted to TCG on 22/07/2002 for 6 years. TCG applied for a 2 year renewal on 28/04/2008 and tenure was extended to 21/07/2010. A further 2 year extension was sought in April 2010 and the current expiry date is 21/07/2012. In February 2009 TCG transferred the license to Engima due to a restructuring of the parent company TNG.

2.3 REGIONAL GEOLOGY

Much of the geological and exploration information in this section has been drawn from annual reports of the Mount Peake Project (TNG Limited, (Enigma Mining Ltd), 2010 and 2011).

The Mount Peake Project area lies within the Aileron Province in the north-central part of the Paleoproterozoic Arunta Region (Donnellan, 2008). Neoproterozoic to Palaeozoic rocks of the western edge of the Georgina Basin also occur in the area. The project area lies in the southeastern portion of the Mount Peake (SF 53-05) 1:250,000 mapsheet (Figure 2.2).

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 10

==> picture [110 x 17] intentionally omitted <==

Figure 2.2 Mount Peake Regional Geology

==> picture [381 x 538] intentionally omitted <==

(Source TNG)

The Aileron Province includes at least five depositional packages that were deposited in the interval 1860-1740 Ma and has been affected by multiple tectonic events (Scrimgeour, 2006). The outcropping Paleoproterozoic geology of Mount Peake includes a succession of meta-psammitic and meta-pelitic rocks of the Lander Rock Formation which have been variably metamorphosed from greenschist to granulite facies (Donnellan,2008). Stratiform amphibolites and retrogressed amphibolites outcrop locally. The Lander Rock Formation is intruded by a series of „early‟ (ca 1820-1770 Ma) and „late‟ (post-1770 Ma) granites. The dominant tectonic and thermal event in Mount Peake was the Stafford Event at 1805-1790 Ma.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 11

==> picture [110 x 17] intentionally omitted <==

The Georgina Basin is a widespread Neoproterozoic to Palaeozoic intra-cratonic basin that was initiated as part of the Centralian Superbasin (Donnellan, 2008). The dominant lithologies are dolostone, limestone, shales, sandstone and siltstone. These rocks unconformably overlie rocks of the Aileron Province in south-eastern Mount Peake.

2.4 PROJECT HISTORY

The Mount Peake region has been partially explored for a variety of commodities including uranium, gold, copper, iron ore, bauxite and diamonds. Recent activities in the Mount Peake area have largely been directed towards Uranium (“U”), Gold (“Au”) and Nickel (“Ni”) (Donnellan, 2008). Most recently Vanadium (“V”) and Iron (“Fe) in the form of magnetite have been the focus of exploration activity.

A summary of the exploration history within the area is as follows:

In the early 1970‟s Otter Exploration was granted EL 1448 which covered a small portion of the current day EL 27070. Exploration was targeted on Uranium and Tin (“Sn”). No significant uranium anomalies were returned and the tin mineralization which was identified was considered to be irregularly distributed within scattered pegmatite bodies (Kojan, 1980). The majority of exploration took place south of EL 27070, and the license was relinquished in 1979.
In the late 1970‟s and early 1980‟s Con-zinc Rio Australia (“CRA”) undertook an exploration program in the Mt Peake area. This program was predominantly focused on uranium exploration and included detailed airborne magnetic and radiometric surveys, ground geophysical surveys, geochemical sampling and limited drilling (Harvey, 1983). The majority of the exploration effort was undertaken to the south and east of EL 27070.
In 1981 Jay‟s Exploration undertook work on EL 2402 which included part of the Anningie Tin Field. Mineralisation was observed in pegmatite in the northern portion of the license and four rock samples were taken from within the boundaries of what is now EL 27070. The analytical results were not encouraging and no further work was recommended (Powell, 1981).
In June 1988 Stockdale Prospecting were granted a series of EL‟s in the Mt Peake area as part of a regional diamond exploration program. The only minerals of interest identified in the program were non-kimberlitic garnets and spinels and no further work was deemed warranted. The tenements were subsequently relinquished (Smith, 1989).
Between 1991 and 1998 Western Mining Pty Ltd undertook exploration in the Mt Peake area. During the latter years (from 1997) work was undertaken as part of a JV with Aberfoyle Resources. While there was a significant amount of exploration and drilling undertaken, the main prospect areas were well west and south of EL 27070. The exploration focus was on Tanami-style gold mineralization and base metals associated with iron-rich rocks (Norris, 1993).
During the mid-1990‟s Aberfoyle Resources took up land over many of the tenement areas relinquished by Western Mining, but once again no significant exploration took place within EL 27070 (Joyce, 1998).
In February 2003 Falconbridge (Australia) Pty Limited was granted EL 23392 and ownership was transferred to Discovery Nickel Limited (DNL) pursuant to a Heads of Agreement dated 15th October 2003 (Johnstone, 2005). Fugro Airborne Surveys Pty Ltd flew a 3,814 line km GEOTEM airborne electromagnetic/magnetic survey for Falconbridge in early 2003. The results highlighted several targets recommended for follow-up work.
Following reprocessing and interpretation of the GEOTEM data by DNL a number of bedrock conductors were identified and ranked. A selection (B-1, B-2, B-3, B-6, B-12, B-14, B-16) of these conductors were followed up with more detailed moving loop ground EM surveying (SMARTEM) in April 2004 (Johnstone, 2005) resulting in the following observations;
Fixed loop follow up on B-1 data showed evidence for a strong anomaly/basement conductor on the western margin of EL 23392 and B-1 was selected as a priority target for drilling (Johnstone, 2005).
Anomaly B-1 was drilled in 2004 (ARD-01) to a depth of 314.4m and intersected two intervals, 25m and 17m thick of graphitic biotite schist with significant amounts of stratabound, semimassive pyrrhotite and pyrite mineralisation. Traces of sphalerite were present (up to 694 ppm Zinc (“Zn”) over a 1m interval) as well as elevated levels of lead (“Pb”) (up to 358ppm) and manganese (“Mn”) (up to 3670ppm). The sulfide-bearing graphitic schist units are hosted within a sequence of meta-pelites and meta-psammites (Johnstone, 2005).

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 12

==> picture [110 x 17] intentionally omitted <==

In late 2005 DNL commissioned a second ground EM survey by Quantec Geoscience to attempt to delineate the extent of the sulfide related conductor intersected in ARD-01. Three fixed loop surveys revealed an east north east strike, different from the anticipated northern trend defined in the first ground EM surveys (Johnstone, 2006).
In June 2006 Proto Resources and Investments Ltd (Proto) signed an agreement with DNL to acquire their Arunta tenements including EL23392. Preliminary assessment revolved around refining GEOTEM targets for not only Ni Sulfides, but also a range of other mineralisation styles including Mt Isa-style Ag, Pb, Zn, Cu and Tanami-style Au (Johnstone, 2007).
Proto interpreted the down-hole lithology of ARD-01 to represent pelites of the Lander Rock Beds. Petrological investigations of mineralised samples suggest the mineralisation has been remobilised during a post-tectonic static metamorphic event. A new target was established 212m to the north east of the historical hole. Where a stronger conductor with a better time constant than the original anomaly drilled in 2004 was identified.
Interpretation of the system which had been drilled in 2004 suggested that it possibly represented the source of the re-mobilised sulfides (Turnball, 2008).
Proto surrendered EL 23392 in 2008 without drilling the newly identified anomaly (Turnball, 2008)

2.5 EXPLORATION POTENTIAL

The Mount Peake Project contains an iron vanadium deposit, situated on EL 23074. The latest round of drilling comprises a program of 24 RC holes (2,748 m) which was commenced in July 2011 to in-fill and upgrade the current JORC Inferred Resource of 140 Mt @ 0.29% V2O5, 5.34% TiO2 and 23.66% Fe with the intent of upgrading the current Mineral Resource to Indicated status prior to initiating a prefeasibility study.

In addition, the drilling program included testing two extra geophysical targets which have recently been delineated. These targets were identified during re-assessment of geophysical data and are described as:

M1 – a high priority circular gravity anomaly with dimensions of 400m x 400m confirmed by a ground gravity survey, with a target depth of 150 m (Figure 2.3)
G34 – a high priority airborne Electro-Magnetic (GEOTEM) and confirmed by a ground ElectroMagnetic survey with dimensions of approximately 300m and a targeted depth to a bedrock conductor source of 200m.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 13

==> picture [110 x 17] intentionally omitted <==

Figure 2.3 Geophysical drilling targets

==> picture [355 x 497] intentionally omitted <==

(Source TNG)

In 16 August 2011 TNG Announced that it had identified two potential new vanadium-bearing magnetite zones within TNG‟s 100% owned licenses at the Mount Peake Project (Figure 2.4). During regional sampling a surface grab sample of magnetic material, taken from a large magnetic anomaly located 3 km east of the Mount Peake deposit and extending over an area of 5km by 1 km, was collected and assayed using the Company's portable NITON XRF analyzer. Results from the NITON recorded anomalously high readings of 22% for titanium, 0.4% for vanadium and 56% for iron. Samples have subsequently been collected for confirmation by laboratory XRF analysis with results still pending at the time of writing.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 14

==> picture [110 x 17] intentionally omitted <==

Figure 2.4 Potential Magnetite targets

==> picture [374 x 529] intentionally omitted <==

(Source TNG)

2.5.1 Geology

Geological review suggests that the geophysical data and drilling results show that the Murray Creek Titanium-Vanadium (Ti-V) magnetite body is part of a larger sill. Other sills with Ti-V mineralisation potential are also present within TNG‟s tenements. The mineralisation is most likely of Late Proterozoic or Cambrian age. The drilling showed large thicknesses (maximum of 124 m down hole in DDH 05) in the central part of the body with good continuity between holes. The mineralised body is an unconformable elongated trough shaped body with erosion contacts. In fresh rocks there is good correlation between magnetic susceptibility and V- (Ti) grades.

The other large magnetic highs within the tenements require testing for similar style mineralisation.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 15

==> picture [110 x 17] intentionally omitted <==

The July RC drilling included 2,040 samples that received a total crush 4-acid digest and were analysedfor Al2O3, As, Ba, CaO, Cl, Co, Cr2O3, Cu, Fe, K2O, MgO, MnO, Na2O, Ni, P, Pb, S, SiO2, Sn, Sr, TiO2, V, Zn, Zr and LOI (Figure 2.5). Additional diamond drilling (Figure 2.6) was undertaken for ongoing metallurgical testwork, which is yet to be reported.

Figure 2.5 Mount Peake RC drilling

==> picture [404 x 570] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 16

==> picture [110 x 17] intentionally omitted <==

Figure 2.6 Mount Peake diamond drilling

==> picture [397 x 561] intentionally omitted <==

(Source TNG)

2.5.2 Petrography

Petrographic studies show ultramafic cumulate rocks with varying degrees of cumulus titano-magnetite and olivine with intercumulus andesine, augite and biotite. Andesine and augite are cumulus in some rocks. Titano-magnetite (containing from 1.2 to 2 wt% V2O3) with fine oxidation ex-solution of ilmenite can dominate the rock. Also present in some rocks is prismatic olivine (Mg/(Mg + Fe; ~0.55), interstitial anhedral andesine and prismatic to anhedral augite.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 17

==> picture [110 x 17] intentionally omitted <==

Biotite is usually almost completely altered to chlorite, the composition of which is highly variable, particularly the aluminium content. Small grains of apatite are present is some rocks and magnetite and serpentine fill minor fractures.

The magnetite and the plagioclase are both cumulate phases in the mineralised zone whereas they are intercumulate in the surrounding rocks. It is interpreted that the mineralisation was emplaced as highly viscous slurry.

2.6 EL 270070

Within EL 27070 there are a few outcrops of undifferentiated rocks of the Paleoproterozoic Lander Formation (Plr) and the majority of the tenement is overlain by Cainozoic and Quaternary cover sequences.

2.6.1 Previous Exploration

The Mount Peake region has been partially explored for a variety of commodities including uranium, gold, copper, iron ore, bauxite and diamonds. Recent activities in the Mount Peake area have largely been directed towards U, Au and Ni (Donnellan, 2008). A brief summary of exploration within the EL 27070 area is summarized below.

In the early 1970‟s Otter Exploration was granted EL 1448 which covered a small portion of the current day EL 27070. Exploration was targeted at uranium and tin. No significant uranium anomalies were returned and the tin mineralization was irregularly distributed within scattered pegmatite bodies (Kojan, 1980). The majority of exploration took place south of EL 27070, and the license was relinquished in 1979.
Jay‟s Exploration undertook work on EL 2402 (surrounded EL 2350 – Anningie Tin Field) in 1981. Mineralisation was observed in pegmatite in the northern portion of the license and four rock samples taken from within the boundaries of EL 27070. The analytical results were not encouraging and no further work was recommended (Powell, 1981).

2.6.2 Recent Exploration (2009 to 2011)

Review of exploration and geophysical data

A review of all Airborne Electro-Magnetic (AEM) data flown over the Mount Peake area by Discovery Nickel confirmed the presence of a significant basement conductor BCG-1 to the north of the previously identified B1 anomaly. Review of the regional magnetic data revealed three principle magnetic domains being selected for more exploration.

Thirteen late-time, intermediate to strong conductive features were identified from a review of the available GEOTEM data by Planetary Geophysics, and one of these features fall within EL 27070. AEM-1 coincides with Discovery Nickel‟s B-3 target. Southern Geoscience Consultants identified 35 targets from the GEOTEM and other geophysical data. Six of these targets fall within EL 27070. Four of these targets are of low priority, one (G8) has a moderate priority and G9, which coincides with Discovery Nickels B1, and BGC-1 which is considered by TNG to be of high priority.

RC Drilling

Two RC drill holes (BGC001-002), were drilled in 2010-2011 for a total of 408 m in October 2010. The second hole was drilled as a result of the discovery of copper rich rocks outcropping just to the north of the first hole.

BGC001 was drilled at -65[0] in order to intersect a magnetic conductor at the G9 Prospect GEOTEM anomaly identified as part of geophysical reviews undertaken in 2010, in the range of 160 m to 200 m. No significant change in lithology was identified until 244 m where graphitic schist was intersected until 286 m. Drilling ceased at 306m after the initial quartzite/schist reappeared.

An unplanned hole, BGC002, was drilled after copper rich rocks were identified cropping out near a prepared drill pad. The outcrop contained visible malachite and associated Cu sulphide minerals within a large refolded steeply plunging quartzite unit (See Section 6.2). The drillhole dipped at 55º (the shallowest the rig could manage) towards 045º aiming directly at the gossan. The aim was to drill through the hinge of the fold at depth. Drilling was concluded prematurely at 102 m due to inclement weather. A total of 26 samples from the drillholes were submitted for a total crush 4-acid digest and were analysed for base metals and gold.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 18

==> picture [110 x 17] intentionally omitted <==

Analyses of samples through the graphitic schist present in BGC001 showed results up to 208 ppm Cu on the boundary of the quartz-mica-schist and the graphite-schist. Samples analysed from BGC002 show copper values over the top five meters peaked at 354 ppm Cu and may be as a result of the nearby Cu-rich outcrop. No other significant results were reported.

Rock chip sampling program

A small copper rich outcrop was identified to the north of BGC001 at 312720E/7622475N. The outcrop contained visible malachite and associated Cu sulphide minerals within a large refolded steeply plunging quartzite unit. Handheld XRF analysis recorded Cu values from 4% up to 24.27%. Twelve rock chip samples were collected over the copper prospect. These were sent to ALS in Alice Springs and were analysed for Cu, Ni, Pb, Zn, As and Au.

The rock chip samples over the copper prospect all returned significant assay results with the highest copper result recorded from iron rich material grading at 6.06% Cu with 11.25% Fe and 1,970 ppm Co. Of particular interest was ferruginous sandstone sampled from the hill some distance away from the copper prospect, where sample CG010 returned a value of 3,270 ppm Cu.

Down Hole EM

Down hole EM (DHEM) was completed in hole BGC001 in November 2010 to a depth of 300 m. The results showed a broad response consistent with the graphite schist between 244 m to 286 m. There was no sign of an off-hole response in the data.

The data shows two distinct zones within the conductive package: a thicker, less conductive unit sitting above a slightly more conductive part centered about 275m down hole. Both units are centered slightly north of the hole and towards the east but the target has been effectively tested. The DHEM model is consistent with the ground EM data and the original modeling (i.e. conductive body at depth). There does not appear to be any suggestion in this dataset of a separate conductor sitting well above the graphitic schist as had previously been modeled from the ground EM. There are two distinct units, but they both appear to be at depth and not separated.

TNG indicate that the results do not immediately warrant additional work, though the copper outcrop sitting about 100 m north and 40 m east of BGC001 is considered too far away from this hole to be seen by the DHEM, particularly with the dominant response from the schist. Therefore the ground surrounding the outcrop remains an area with no ground based geophysical coverage. The existing ground EM is 400 m line spacing, with the closest line being 75m from the outcrop.

2.6.3 Exploration Potential

This is a low resolution dataset and with the survey line not directly over the outcrop, and TNG considers that there is a possibility that a significant anomaly is still waiting to be detected. Several short drill holes into the outcrop should be considered as initial follow up in this area. Snowden considers that The exploration license has some potential for copper.

2.7 EL 23271

Exploration work on EL 23271 has involved the reinterpretation of existing geophysical data, selection of anomalies, ground geophysics and field checking of these prior to making a decision to drill.

During 2010 TNG completed a geophysical review of the Mount Peake project area resulting in a number of targets being recommended for further work. The regional airborne magnetic data and airborne electro-magnetic data (GeoTEM) over the Mount Peake project covers the entire area of EL 23271 and the data was remodeled in February 2010. The initial interpretation of the regional magnetic data, and resulting model, identified three principle magnetic domains for more detailed work. EL 23271 lies within the northern domain. Four drill holes have been proposed to test the targets within EL 23271.

Of the thirteen late-time, intermediate to strong conductive features identified in the GeoTEM data review, and subsequent Southern Geoscience review, six targets fall within EL 23271. Gravity and ground EM was carried out on two targets and drilling was recommended by TNG. Exploration in the next year will focus on drill testing of selected anomalies.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 19

==> picture [110 x 17] intentionally omitted <==

2.8 EL 27706, MOUNT ESTHER

E27706 covers a total area of 579.58 km[2 ] of the south-eastern portion of the Mount Peake (SF53-05), 1:250,000 map sheet, with the far eastern edge of the tenement falling within the Barrow Creek (SF53-06) map sheet. It lies within the Stirling and Anningie Perpetual Pastoral Lease and is subject to Native Title (TNG, 2011).

In May 2010 TNG contacted the AAPA regarding the location of sacred sites within the Mount Peake tenement area. An Authority Certificate had previously been issued over much of the Mount Peake tenement area including E27706 and E27787. As a consequence of this, under Section 19A- 22 of the Act, the Authority has placed conditions relating to the protection of sacred sites in relation to particular works. Figure 2.7 shows the approximate location of Restricted Works Areas identified in the Certificate.

Figure 2.7 Mount Peake Restricted Works Areas

==> picture [366 x 272] intentionally omitted <==

(Source TNG)

Exploration carried out on EL 27706 during 2010 has mainly been of a regional nature. A full literature review was carried out on historical data and reviews of the current geophysical data were also undertaken. The literature review has provided a number of targets within the tenement worthy of follow-up and it is likely that reconnaissance mapping, geochemical sampling and ground geophysics will be undertaken in future.

2.9 EL 27787 HANSON

EL 27787 covers a total area of 139.19 km² of the south-eastern portion of the Mount Peake (SF5305), 1:250,000 map sheet, it also lies within the Stirling and Anningie Perpetual Pastoral Lease and is subject to Native Title Tenure. As noted above areas of E27787 are affected by restricted areas of work relating to the protection of sacred sites.

Recent exploration carried out on EL 27787 has mainly been of a regional nature including reviews of the historical data and geophysical data were undertaken.

2.10 EL 27941

EL 27941 covers a total area of 660.82 km² on the eastern side of the Mount Peake Project. Figure 2.8 shows a map of the previous exploration in the tenement area. It shows lag soil sampling by Western Mining Corporation (WMC) which identified minor gold anomalies. It also includes RAB, drilling by Aberfoyle, RC drilling by CRA Exploration and diamond drilling by Uramet Minerals, but without obvious success.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 20

==> picture [110 x 17] intentionally omitted <==

Figure 2.8 EL 27941 exploration activity

==> picture [444 x 593] intentionally omitted <==

(Source TNG)

2.11 EL 27069

2.11.1 Location and access

EL 27069 covers a total area of 245.9 km² is situated in the north central part of the Mount Peake Project and was granted on 13/08/2009 for six years.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 21

==> picture [110 x 17] intentionally omitted <==

2.11.2 Local Geology

The only indications of Paleoproterozoic rocks within EL 27069 are several small outcrops of undifferentiated granites. Outcrops of Neoproterozoic Amesbury Quartzite, part of the Plenty Group in the Georgina Basin occur, which comprises predominantly well sorted and well rounded, coarse-grained quartz arenite (Donnellan, 2008). The majority of the tenement is overlain by Cainozoic and Quaternary cover sequences.

2.11.3 Recent exploration

Exploration carried out on EL 27069 during 2010 has included drilling of geophysical target G34, identified from geophysical reviews in 2010 and on-ground reconnaissance which resulted in the identification of an outcrop in the southern central part of the tenement which has returned anomalously high readings of titanium, vanadium and iron.

A single RC drill hole (11G34RC001) was completed at the G34 Prospect in July 2011. The aim of the program was to test the occurrence of a moderately-strong, mid-late time GEOTEM anomaly identified from geophysical review in 2010, primarily for copper. All samples were crushed with 4-acid digest and were analysed for Al2O3, As, Ba, CaO, Cl, Co, Cr2O3, Cu, Fe, K2O, MgO, Mn, MnO, Na2O, Ni, P, Pb, S, SiO2, Sn, Sr, TiO2, V, Zn, Zr and LOI. The highest Cu result was 544 ppm at 178 m to 179 m, no other significant results were returned.

As mentioned in section 2.5 a study of the regional magnetic images along with on-ground reconnaissance resulted in the identification of potential new vanadium bearing magnetite zone within EL 27069. The magnetic anomaly has a similar geophysical response to Mount Peake deposit and is worthy of more exploration.

2.12 EL 28491

EL 28491 is situated in the northwest part of the Mount Peake Project and was recently granted on 21/07/2011 for a period of six years. No exploration has been carried out to date.

2.13 SCOPING AND METALLURGICAL STUDIES

2.13.1 Hydrometallurgical Process

A new hydrometallurgical process - the TIVANTM process, was jointly developed in 2010 in conjunction with TNG‟s metallurgical consultants, Mineral Engineering Technical Services Pty Ltd (METS). For the first time using hydrometallurgy the process has successfully extracted in laboratory tests commercial grades of vanadium, titanium and iron from the Mount Peake Deposit, which is hosted by a similar rock type (magnetite gabbro) to that which hosts most known vanadium deposits worldwide.

Hydrometallurgical processes for the extraction and recovery of vanadium have been explored previously as a lower cost alternative to the conventional pyrometallurgical process that was used at Australia‟s only previously operating vanadium project at Windimurra in Western Australia.

The pyrometallurgical process, involving salt roasting followed by water leaching, can pose environmental issues, is capital intensive and can have high operating costs. The hydrometallurgical alternative developed by TNG and METS utilises the combined process of acid leaching, solvent extraction and chemical stripping to selectively recover the valuable metals.

Successful test work was undertaken last year using the new process on Mount Peake drill core. TNG has recently completed further diamond drilling to extract a representative sample of approximately one tonne of core samples for use in larger scale metallurgical test work and pilot plant studies.

The upcoming pilot plant metallurgical test work program will provide further indication of the commercial potential of the process and form part of the Pre-Feasibility Study (PFS) on the Mount Peake Project.

2.13.2 International Patent

A joint patent application for the TIVANTM process was lodged by TNG and METS in May 2010, and an International Patent Application (PCT/AU2011/000519) was filed in June 2011. In addition, TNG and METS have now named the process The TIVANTM Process and submitted a Trade Mark application.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 22

==> picture [110 x 17] intentionally omitted <==

2.13.3 Scoping Study

In February 2011 TNG engaged Snowden to complete a conceptual scoping study (with +/- 50% implied accuracy) based on the revised JORC Inferred Resource for Mount Peake published in 2010 of 139.1Mt @ 0.29% V2O5, 5.34% TiO2 and 23.66% Fe. TNG subsequently reported the results of this study and in addition also published an Exploration Target of 500 to 700 million tonnes (Mt) grading 0.2-0.4% V2O5 and 25% to 35% Fe.

The study was based on a conventional open pit mining operation processing 5 Mtpa, which is significantly higher than the original 2 Mtpa processing rate contemplated in the original 2009 Scoping Study. Optimization work by Snowden indicated that the economics of the Project are sensitive to commodity pricing, exchange rates and processing rates.

Open pit optimizations were performed based on a 5Mtpa operation, with production commencing at 2 Mtpa and ramping up after three years to the long-term processing rate of 5 Mtpa. The study was based on a total identified mining inventory of 106 Mt @ 0.33% V2O5,6.04% TiO2 and 25.39% Fe with ore processed initially through a 2 Mtpa plant designed to produce vanadium pentoxide (V2O5), titanium dioxide (TiO2) and iron oxide (Fe2O3)concentrate utilizing the TIVANTM hydrometallurgical process currently being developed.

Test work carried out by TNG and METS has shown that the magnetic concentrate that would be produced from Mount Peake material is amenable to hydrometallurgical processing, potentially resulting in high recoveries of vanadium (90%) and iron (58%) in the acid leaching. METS advise that recoveries may continue to improve with further optimization work currently underway.

Concentrate product would be trucked to a conceptual railhead near Barrow Creek on the Alice Springs-to-Darwin railway line (approximately 70 km) and then railed to Darwin (approximately 1,180km) for shipping.

2.13.4 Mineral Resource Update

In October 2011, Snowden generated an updated resource estimate for the Mount Peake Vanadium deposit at 0.1% V2O5 cut-off (Table 2.2) based on additional drilling. The updated resource statement was announced by the Australian Securities Exchange (ASX) on 12 October 2011. The resources have increased by about 20 million tonnes (Mt) at a slightly lower grade. However, Snowden does not consider that this has a material effect on the mineral asset valuation.

Table 2.2 October 2011 Mount Peake Mineral Resource at 0.1 % V2O5 cut-off

	Tonnes (Mt) V2O5% TiO2% Fe% SiO2% Al2O3%
Category

Indicated	110 0.29 5.3 23 34 8.1

Inferred	48 0.24 4.5 21 35 8.8
Total	160 0.27 5.0 22 34 8.3

* Note all figures reported to two significant figures which may result in apparent discrepancies in this table.

2.13.5 Ferro-Vanadium Scoping Study

A second study was commissioned to investigate the effect of producing a ferrovanadium product (FeV), as a further value-add to the vanadium pentoxide concentrate produced. This would involve the establishment of a separate ferrovanadium plant in Darwin or Whyalla.

Ferro-vanadium is a highly valuable downstream product which sells for more than double the price of vanadium pentoxide. Ferro-vanadium, which is produced in an electric-arc furnace, is an alloy of iron and vanadium. It is used to help make specialist steel, particularly for high-speed tools which require hardness and strength. Demand for vanadium products has risen sharply on the back of high-technology applications in the medical, electronics and aerospace industries.

The findings of the supplementary study indicated that there is significant potential to further enhance the project economics through additional ferro-vanadium production under an expanded mining scenario and from the identification of high-grade zones within the currently Inferred Resource.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 23

==> picture [110 x 17] intentionally omitted <==

In order to progress the ferro-vanadium concept, Snowden recommended that TNG seek specialist advice on projected price and demand for ferro-vanadium, conduct further process recovery research and confirmation of process flows and undertake more detailed investigation of capital and operating costs and the financial parameters of a downstream operation. All these are planned to be addressed in the company‟s Pre-Feasibility study.

2.13.6 Pre-Feasibility

In March 2011 TNG appointed Sinclair Knight Mertz (“SKM”), to manage the completion of a Pre-Feasibility Study (“PFS”) for the Mount Peake Project. The PFS, which is expected to take seven months to complete, will be based on a conventional open pit mining operation processing 5Mtpa. It will be undertaken in conjunction with the next phase of pilot plant metallurgical test work. The PFS will pave the way for a Definitive Feasibility Study next year on potential commercial development options for the Mount Peake Project.

SKM will oversee the production of the PFS, which will include detailed reports regarding geology and resource estimation, process metallurgy and plant process design, infrastructure and CAPEX and OPEX estimates for the project. An environmental Scoping Study, water assessment and flora and fauna desktop review have also been commissioned.

2.14 AUSTRALIAN VANADIUM PROJECTS

Table 2.3 shows the Vanadium projects in Australia, primarily in Western Australia (WA) but also in and Northern Territory (NT). The table shows the relative sizes and grades of the vanadium deposits. The Mount Peake deposit is relatively small and relatively low grade compared to the other deposits.

Table 2.3 Australian Vanadium projects

Company	Project	Resources	Mt	V2O5%	TiO2%	Fe%
Atlas Iron	Balla Balla, WA	Resources	456	0.66	14.0	45.0
Atlantic Limited	Windimurra (WA)	Measured, Indicated and Inferred	210	0.47	n/a	n/a
Quest Minerals	Victory Bore (WA)	Inferred	151	0.44	6.7	25.0
Reed Resources	Barrambie (WA)	Indicated and Inferred	65.2	0.82	17.3	49.2
Speewah Minerals	Kimberley (WA)	Measured, Indicated and Inferred	3,566	0.30	2.0	14.7
Yellow Rock	Gabanintha (WA)	Indicated	37.7	0.75	8.9	n/a
TNG	Mount Peake (NT)	Inferred	139.1	0.29	5.3	23.7

n/a not available

3. MANBARRUM ZINC LEAD SILVER PROJECT

The Manbarrum zinc, lead silver project covers a 50 kilometer strike length of the SE margin of the Bonaparte Basin, which is prospective for Mississippi Valley Type (MVT) Zinc-Lead-Silver mineralisation. Under a joint venture agreement currently in place Kimberly Metals Ltd (“KML”) are obliged to meet all required lease expenditure.

Much of the geological and exploration information below has been drawn from annual reports of the Manbarrum Project (Tennant Creek Gold (NT) Pty Ltd, 2010).

3.1 LOCATION, ACCESS, TOPOGRAPHY AND CLIMATE

The Manbarrum Project is located in the North Western part of the Northern Territory, on Legune station, approximately 70km north east of the regional centre of Kununurra (WA) and at an approximate latitude -15º 24‟ 21”, longitude 129º 11‟ 48” on the Auvergne 1:250,000 map sheet.

Access is via sealed road, and thereafter on well-maintained but unsealed station tracks, which can only be accessed during the dry season. Travel time by road from Kununurra is approximately one hour.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 24

==> picture [110 x 17] intentionally omitted <==

The project holdings also include two leases on the Western Australia side of the border referred to under the project name of East Kimberley. The Western Australian leases are located just West of the NT Border and are named Carlton Shelf (EL 80/3816) and Burt Range Shelf (EL 80/3772) which are located 60 km North and 20 km East of Kununurra respectively see Figure 3.1.

Figure 3.1 Manbarrum Project area

==> picture [435 x 341] intentionally omitted <==

(Source TNG)

Approval for combined technical reporting for the Manbarrum Project was agreed by the NT government to be at 24 September each year.

3.2 TENEMENT HOLDING

The Manbarrum Project is comprised of five tenements (3 EL‟s & 2 A‟s) plus a Mining Lease application located in the Northern Territory (Table 3.1 and Figure 3.2) and two exploration licenses in Western Australia (Table 3.2). The project is operated by Tennant Creek Gold (NT) Pty Ltd, (“TCG (NT) Pty Ltd”) a wholly owned subsidiary of TNG.

Table 3.1 Manbarrum Project tenements (NT)

Title	Title Holder	Area (blocks)	Area (Km2)	Grant date	Expiry date
EL24395	TCG(NT) Pty Ltd	65	200.5	16/08/05	15/08/11
A24518	TCG(NT) Pty Ltd	6	16.9	23/08/05	22/08/11
EL25470	TCG(NT) Pty Ltd	63	199.3	05/03/07	04/03/13
EL25646	TCG(NT) Pty Ltd	39	129.9	23/08/07	22/08/13
A26581	TCG(NT) Pty Ltd	1	16.8	01/08/08	31/07/14
ML(A)27357	TCG(NT) Pty Ltd		204 Ha

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 25

==> picture [110 x 17] intentionally omitted <==

The two exploration licenses in Western Australia which form part of the joint venture are shown in Figure 3.1 and in Table 3.2.

Table 3.2 Manbarrum Project tenements (WA)

Title	Title Holder	Area (blocks)	Area (Km2)	Grant date	Expiry date
EL80/3816	TCG(NT) Pty Ltd	122	224	23/10/08	22/10/13
EL80/3772	TCG(NT) Pty Ltd	61	402	14/08/09	13/08/14

Figure 3.2 Manbarrum Project tenements (NT)

==> picture [458 x 542] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 26

==> picture [110 x 17] intentionally omitted <==

3.3 JOINT VENTURE ARRANGEMENTS

The Manbarrum Project mineral asset is subject to a joint venture agreement, and a number of coagreements, the salient points of which are summarised as follows;

1. Manbarrum Project Joint Venture

Kimberley Metals Ltd (“KML”) and Yuguang (Australia) Pty Ltd (“YAPL”) through a joint venture agreement known as the Sorby Hills Joint Venture (“SHJV”) in February 2011, entered into an unincorporated joint venture agreement (“KBLJV”) with Tennant Creek Gold Pty Ltd (“TNGPL”) a wholly owned subsidiary of TNG and the legal owner of the tenements comprising the Manbarrum Project.

Under the terms of the KBLJV for a consideration of $3 million SHJV may purchase 51% of the Manbarrum Project.

In addition to the joint venture terms to purchase 51% SHJV has an option to „farm in‟ and earn up to 80% in the Manbarrum project by exercising its right to fund a minimum of $2.0 million in exploration expenditure on the leases over the 2011, 2012 and 2013 field seasons. The expenditure agreement is subject to SHJV making the minimum required expenditure on each of the leases involved in the joint venture to maintain the tenements in good order.

In addition to its farm in option, and subject to SHJV executing its farm in option, within 60 days after the decision to mine is made TNGPL shall have an option, exercisable by notice in writing to SHJV, to require SHJV to purchase and TNGPL to sell a 10% joint venture interest (“Buyout Right”) for an agreed price free of all encumbrances or third party interests.

Upon completion of the purchase of the 10% joint venture interest, TNGPL‟s remaining 10% joint venture interest shall be converted to a 2% Net Smelter Return (“NSR”). In lieu of exercising its Buyout Right, TNGPL may elect to convert its 20% joint venture interest to a 3% NSR (“Conversion Right”).

TNGPL is not compelled to exercise either its Buyout or Conversion Right and may choose to retain its 20% Joint Venture interest, which subject to SHJV‟s pre-emptive rights it may sell, transfer or assign to a third party. The Buyout and Conversion Rights are however not able to be transferred or assigned to any third party which may acquire TNGPL‟s 20% Joint Venture interest.

3.4 RECENT EXPLORATION (2008-2010)

Figure 3.3 shows the locations of prospects within the Manbarrum Project, together with anomalous rock chip and soil sample results.

Figure 3.3 Manbarrum Project Prospect Locations with rock chip and soil results

==> picture [309 x 219] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 27

==> picture [110 x 17] intentionally omitted <==

3.5 DJIBITGUN AREA

3.5.1 Background

The Djibitgun area contains the Djibitgun Zn-Ag deposit, and the B-Prospect (Figure 3.4). High rock chip silver assays are reported to the east (Area A), southwest (Area B) and south (Area C) of the Djibitgun deposit. The area south west of Djibitgun has not been drilled and has returned rock chip assay results up to 72.8g/t Ag (OCH341) and several above 10g/t Ag. The western ridge to the south of the Djibitgun area (Area C) has fewer, but high grade (184ppm Ag) samples which may indicate some economic potential.

A total of 52 RC holes and 5 diamond drill holes were completed to undertake an initial evaluation of the Djibitgun area.

Figure 3.4 Djibitgun Area

==> picture [414 x 494] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 28

==> picture [110 x 17] intentionally omitted <==

3.5.2 Mineral Resources

In March 2008 a JORC Inferred Mineral Resource was prepared by CSA Australia Pty Ltd (CSA) for the Djibitgun Deposit. It consists of a Zn, Pb, Ag deposit and a separate silver deposit shown in Table 3.3.

Table 3.3 Djibitgun Resources, CSA, March 2008

Classification	Resource	Commodity	Tonnes	Zn %	Pb %	Ag g/t
Inferred	Oxide	Zn, Pb, Ag	6720000	1.8	0.6	14.0
Inferred	Oxide	Silver	6320000	0.0	0.0	19.8

3.6 WINCHROPE

Rock chip sampling conducted during 2008 indicated the highest rock chip assays in the area are of 59.8% Fe, 48 2 g/t Ag, 2.94% Zn, 8.54% Pb and 220 ppm Cu. This sample indicates the potential for iron, silver, zinc, lead and possibly copper deposits.

3.7 LEGUNE IRON ORE PROSPECT

On the 25th of November 2009 TNG signed a binding Mineral Rights Agreement with a private Chinese resource company, Teng Fei Mining Ltd, (TFM). The agreement provided for the 100% sale by TNG of the rights to explore and advance the Legune Iron Ore prospect located on TNG‟s 100% owned Manbarrum Project. The final payment for the project was received in March 2010 and does not affect TNG‟s interest in the Manbarrum Project as a whole.

Figure 3.5 shows the location of the Legune Iron Ore prospect within EL 24395 just south of the Djibitgun Zn-Ag prospect.

Figure 3.5 Legune Iron Ore prospect

==> picture [280 x 344] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 29

==> picture [110 x 17] intentionally omitted <==

3.8 BROWNS PROSPECT

Three diamond drill holes, BDD001 to BDD003, were completed in September 2009 targeting the western edge of a large induced polarisation (IP) anomaly that forms the Browns Prospect (Figure 3.6). The Browns Prospect is defined by a chargeability anomaly of similar (if not greater) amplitude to the chargeability anomaly associated with the Sandy Creek deposit.

Figure 3.6 Browns Prospect, drill holes on IP

==> picture [398 x 233] intentionally omitted <==

(Source TNG)

This drilling program was aimed primarily at testing if the prospect contained MVT-style mineralisation seen at the other discoveries in the area. The drilling successfully intersected zinc-lead mineralisation similar to that encountered at Sandy Creek. Four main styles were recognised:

Medium to coarse-grained galena veins surrounded by a fine-grained yellow sphalerite cloud/halo; occasional silica association;
Botryoidal pyrite-marcasite-sphalerite on fracture surfaces;
Fine grained pyrite, commonly forms stalactites on fracture surfaces; and
Fine grained yellow sphalerite breccia fill or fine to medium-grained pyrite-marcasite breccia fill.
The different mineralisation styles at Browns were intersected in similar stratigraphic positions in all three drill holes:
Discrete 2-3m wide zones of galena-sphalerite veins in the top 25-30m of the sandy dolomite; Zones of fracture-hosted botryoidal pyrite-marcasite-sphalerite, pyrite, or pyrite marcasite mineralisation within the sandy dolomite;
Sphalerite-pyrite-marcasite sedimentary breccia fill proximal to the sandy dolomite/silty dolomite contact; and
Rare fracture hosted pyrite, or pyrite-marcasite mineralisation within the silty dolomite.

The mineralised zones at the Browns and Sandy Creek Prospects were sampled in 1 m intervals as whole core. The whole core sampling aimed to limit any potential loss of fine grained zinc and lead sulphides ± oxides on fracture surfaces from core cutting and hence ensure that the analysis of the sample would be a true representation of contained metal.

The best intercepts shown below were all recorded from an Upper Breccia Zone:

BDD002: 1m @ 1.80% Zn, 0.22% Pb from 96m;
BDD002: 3m @ 2.03% Zn, 0.01% Pb, 10g/t Ag from 101m -
(inc: 1m @ 2.56% Zn, 0.006% Pb, 10g/t Ag from 101m); and
BDD003: 1m @ 1.72% Zn, 0.91% Pb from 99m.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 30

==> picture [110 x 17] intentionally omitted <==

These intercepts correspond to isolated zones of fine-grained yellow sphalerite veinlets, commonly associated with medium-grained disseminated galena and variable alteration in the host rock, the sandy dolomite. These zones are similar in style to those seen at the nearby Sandy Creek deposit.

The assay results suggest that the fracture-hosted zones within the sandy dolomite have sphalerite associated with them and are a controlling feature of the mineralisation, which also occurs at the Sandy Creek deposit.

The analytical results of the drilling are of generally low-level. However, almost 50% of the assay results returned values >0.1% Zn as zinc sulfide (sphalerite) and significant widths of mineralisation above 0.5% Zn.

While the assay results are generally of low tenor, the drilling was successful in confirming the presence of MVT-style mineralisation at the Browns prospect. The mineralisation is consistent between all holes and the grades are similar to those encountered at the edge of the Sandy Creek mineralised envelope. The Browns IP anomaly is large, extending for some 2 km by 1 km as shown in Figure 3.6, and there is potential for additional mineralisation to be located. A program of RC drilling is required to target the western edge of the IP anomaly and favorable gravity targets.

3.9 SANDY CREEK

3.9.1 Drilling

One diamond drill hole (MD055) was drilled to 198.6 m at the Sandy Creek Prospect in 2009 to test the continuity of mineralisation through the previously defined “high grade zinc pipe” zone. Five zinc-lead mineralisation styles were identified in the drill hole:

Medium grained galena with yellow sphalerite on vein margins;
Fine grained yellow sphalerite-medium grained galena sedimentary breccia fill;
Botryoidal pyrite-marcasite-sphalerite and zinc-oxide on fracture surfaces ;
Coarse-grained massive pyrite-marcasite±galena veins; and
Medium grained botryoidal pyrite-brown sphalerite needles and zinc-oxide as veins or on fracture surfaces.

3.9.2 Mineral Resource

The previous resource estimate on the Sandy Creek deposit was carried out in April 2008 and reported at a cut –off grade of 1% Zinc. An updated mineral resource estimate prepared in 2010 by Snowden resulted in an increase of 54% to 24.4 million tonnes at 2.26% zinc plus lead, at a cut-off grade of 1% zinc.

Snowden has taken the revised geological interpretation provided by TNG which incorporates new geological data from drilling carried out in 2009, and modeled a stratabound deposit within which the resource is contained. This has primarily been defined on lithological and fault controls on the distribution of the zinc dominated mineralisation.

The updated Sandy Creek Zinc Mineral Resource estimate is shown in Table 3.4 reported at a cutoff grade of 1% Zn.

Table 3.4 Sandy Creek Mineral Resource (1.0 % Zn cut-off)

Material	Classification	Tonnes	Zn %	Pb %	Ag ppm
Oxide	Indicated	575,000	1.45	0.43	5.14
	Inferred	877,000	1.26	0.28	3.24
	Total	1,452,000	1.34	0.34	3.99
Primary	Indicated	12,906,000	2.07	0.57	4.77
	Inferred	10,023,000	1.54	0.30	4.40
	Total	22,929,000	1.84	0.45	4.61
Both	Total	24,381,000	1.81	0.45	4.57

Table 3.5 shows the Sandy Creek Mineral Resource, prepared by Snowden in March 2010, by Competent Person Michael Andrew.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 31

==> picture [110 x 17] intentionally omitted <==

Table 3.5 Sandy Creek classified mineral resource at a cut-off of 1.5% Zn, March 2010

Material	Classification	Density	Tonnes	Zn %	Pb %	Ag ppm
Oxide	Indicated	2.54	182,000	1.79	0.54	6.21
Primary	Indicated	2.95	8,370,000	2.53	0.68	5.40
	Total	2.94	8,552,000	2.51	0.68	5.42
Oxide	Inferred	2.54	123,000	1.90	0.49	4.13
Primary	Inferred	2.97	3,967,000	2.07	0.42	5.87
	Total	2.96	4,091,000	2.06	0.42	5.87
Total		2.94	12,643,000	2.36	0.59	5.55

Discrepancies in the tonnage totals are due to rounding

3.10 METALLURGICAL WORK

TNG contracted METS to develop a preliminary test work program for an initial evaluation of the oxide material from the Djibitgun Zn-Ag deposit. A composite ore sample was prepared from available drill samples including diamond core and RC rock chips for the initial test program, which was conducted by Australian Metallurgical and Mineral Testing Consultants (AMMTEC).

Mineralogical tests on the ore identified the main zinc-bearing minerals as franklinite (Zn,Fe,Mn) (Fe,Mn)2O4 and zincite ZnO with smaller quantities of sphalerite (Zn,Fe)S. Pyrite and quartz are the dominant gangue minerals present, and the carbonate minerals present, which can affect ore extraction are siderite FeCO3 and dolomite Ca,Mg(CO3)2. The following test work was carried out

Acid and alkaline leaching
Cyanidation
Gravity concentration (Falcon Concentrator)
Heavy liquid separation
Flotation (sulphidising and reverse flotation)
Magnetic separation

Acid and alkaline leaching methods were tested for the extraction of zinc from the ore. Acidic leaching at ambient conditions achieved low recoveries, being restricted by the slow leaching of franklinite and sphalerite. Zincite is a fast leaching component of the ore and accounts for 40% of the zinc. Elevated temperatures resulted in the majority of leaching being completed immediately. High carbonate levels in the composite lead to high acid consumptions for each test. The second set of test conditions are not practical in a commercial process due to excessive acid cost and high energy input. However they prove that franklinite and sphalerite can be leached to near completion given the appropriate conditions. Extraction from the alkaline leaching was low, and the leached portion is attributable to zincite. The test work suggests that franklinite or sphalerite will not be recoverable using this technique.

Cyanidation was tested as a means of silver recovery. Residue from the ambient acid leach test was used and the total silver recovery was 61%, with an additional 12% of zinc also recovered. The recovery of zinc is unusual under these conditions, and depends on the specific mineralogy of the composite. Low silver extraction is attributed to the silver being locked within other minerals, and cyanidation will therefore not be a cost effective method of silver extraction.

To reduce acid consumption in the leach tests the amenability of the ore to beneficiation to separate the carbonates from the zinc oxide minerals was assessed.

Aside from gold recovery the results of gravity concentration from the test were very poor. This is probably due to the fact that the majority of the zinc is found in the -45 micron fraction which has poor settling properties.

Heavy Liquid Separation proved successful in rejecting carbonate minerals. The majority of carbonate was rejected to the float fraction, while zinc and iron upgraded in the sinks fraction.

Neither the sulphidising nor reverse flotation techniques were successful in separating the carbonates from the zinc minerals.

Iron and silver were the only elements to upgrade in the magnetic concentrates. The total concentrates recovered 46% of the zinc (franklinite), but not the zincite or sphalerite.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 32

==> picture [110 x 17] intentionally omitted <==

The presence of carbonates in the ore indicates that the ore will need to be beneficiated prior to any extraction process or else acid consumption will be prohibitive. The only beneficiation test that successfully rejected the gangue carbonate was the heavy liquid separation. More test work is required to determine the ideal conditions for heavy media separation and its effectiveness at finer sizes.

3.11 EXPLORATION POTENTIAL

The Manbarrum Project is considered to have potential for base metals, particularly zinc, lead, copper and silver. The Sandy Creek base metal deposit has a Mineral Resource estimate of 24.4 million tonnes at 2.26% zinc plus lead, at a cut-off grade of 1% zinc. The Djibitgun deposit contains significant silver, zinc and lead. There is also potential for iron ore at the Legune Prospect.

4. MCARTHUR RIVER COPPER PROJECT NT

4.1 LOCATION AND ACCESS

The McArthur River Copper Project is situated in the Northern Territory; about 300 km northeast of Tennant Creek and about 450 km south west of Katherine on either side of the Tablelands Highway near Walhallow.

Much of the geographical, geological and exploration information below has been drawn from annual reports of the McArthur River Project (TNG Limited (Enigma Mining Ltd), 2011).

4.2 TENEMENTS

The McArthur River Project consists of two granted ELs (EL 27711 and EL 28503) and one EL in application (ELA 28509) shown in Table 4.1. Figure 4.1 shows the location of the tenements, which are owned by Enigma.

Table 4.1 McArthur River tenements

Tenement Holder Area (blocks) Area Km²	Grant Date Date Applied Expiry Date
EL 27711 Enigma 100% 52 170.77	9/07/10 14/10/09 8/07/16
EL 28503 Enigma 100% 70 229.62	21/07/11 9/12/10 20/07/17
ELA 28509 Enigma 100% 9 29.55	Pending 13/12/10

Figure 4.1 McArthur River Project Location

==> picture [372 x 234] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 33

==> picture [110 x 17] intentionally omitted <==

4.3 REGIONAL GEOLOGY

The McArthur River Project covers part of the prospective McArthur Basin geology, 65km south-west of the McArthur Zinc mine. It is underlain by the McArthur Group, which consists of a 5 km thick succession of platformal stromatolitic dolostone and clastic sedimentary rocks with local pyritic carbonaceous siltstone units. Exposures of the McArthur group are confined to the Batten fault zone, where it unconformably overlies the Tawallah group. The McArthur Basin sequence is divided into four major units: the Roper, Nathan, McArthur and Tawallah Groups (Figure 4.2 and Figure 4.3).

The geology underlying the Mallapunyah area consists of units of the Tawallah Group (McDermott Formation, the Sly Creek Sandstone, Settlement Creek Volcanics, Wollogorang Formation and Masterton Formation) overlain by sediments of the McArthur Group (Mallapunyah Formation, Amelia Dolomite, Tatoola Sandstone and Tooganinie Formation).

The Tawallah Group is the oldest group in the McArthur Basin consisting mainly of thick sequences of ridge-forming sandstones alternating with units of recessive volcanics and fine grained clastics (Pietsch et al., 1991). It has a maximum thickness of 5,200m and an unconformable basal contact with the Scrutton Volcanics, part of the Lower Proterozoic basement.

The McArthur Group unconformably overlies the Tawallah Group and comprises a sequence of interbedded carbonates and lutites with sub-ordinate sandstones up to 4,200 m thick (Jackson et al., 1987). The McArthur Group is subdivided into the Umbolooga (older) and Batten (younger) subgroups which are separated by a regional palaeoregolith. The Umbolooga Sub-group is host to the McArthur River lead-zinc-silver deposit.

The shallow marine Amelia dolostone comprises interbedded partially stromatolitic dolostone with local beds of dololutite containing diagenetic siderite.

Figure 4.2 McArthur River Geology

==> picture [461 x 326] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 34

==> picture [110 x 17] intentionally omitted <==

Figure 4.3 McArthur River Geology Legend

==> picture [264 x 302] intentionally omitted <==

4.4 EXPLORATION POTENTIAL

TNG‟s exploration program at McArthur River is aimed at discovering large-scale sedimentary-hosted copper deposits similar to Mount Isa and Gunpowder in Queensland and the large copper deposits of Zambia and the Democratic Republic of Congo. The tenements also have potential for gold.

4.5 EL 27711 KILGOUR RIVER

EL 27711 (Kilgour River) is located 16 km southeast of Mallapunyah homestead approximately 554 km southeast of Darwin, and 50 km east of the sealed Stuart Highway following the Carpentaria Highway and then onto the Tablelands Highway. The tenement covers the far northern portion of the Walhallow (SF53-07), 1:250,000 map sheet. Access in the license area is good with well-maintained station and exploration tracks.

EL 27711 lies within the Mallapunyah and McArthur River Perpetual Pastoral Lease and is subject to Native Title. In June 2011 a formal presentation from TNG management was made to the local McArthur River aboriginal communities. The presentation was conducted to initiate a relationship between TNG and the Traditional Owners of the area and provide them with an outline of likely work program during the initial exploration phase of the McArthur tenements.

Exploration License 27711 Kilgour River was granted to Enigma on the 09 July 2010 for six years. The license, consisting of 52 blocks, forms part of the McArthur River Project area together with EL 28503 and ELA 25089.

The license has two major copper targets – Kilgour Crossing and Donkey Yard, both of which have been explored intermittently over the past 50 years.

4.5.1 Geology

The rocks at Kilgour Crossing consist of evaporitic shales within red beds. The shaley evaporitic sequence is considered to represent a reducing low energy lagoonal environment, with the red beds accumulating under oxidizing subaerial deltaic conditions.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 35

==> picture [110 x 17] intentionally omitted <==

4.5.2 Previous exploration

The Kilgour River region has been partially explored for a variety of commodities including gold, copper, lead, zinc and diamonds, outlined below. Targets generated from previous exploration are shown in Figure 4.4.

From 1966 to 1967 the Mallapunyah Dome was extensively rock chipped and soil sampled by Australian Geophysical Limited.
From 1967 to 1976 Carpentaria Exploration Pty Ltd undertook stream sediment, soil and rock chip sampling along with a minor geophysical program, discovered copper mineralisation.
In the years following A.O Australia, Shell Company of Australia and Perilya mines returned to the Kilgour prospect however only completed very minor work.
From 1993 – 1995 Mt Isa completed an extensive stream sediment program over the whole tenement area. Cu, Mn and Zn all returned anomalous results.
In later years Aberfoyle Resources (1997) and Kiana Project Pty Ltd (2006 – 2007) were granted tenements in the McArthur River area.

Copper mineralisation was discovered by Carpentaria Exploration in the 1960's and 70's through stream sediment sampling and rock chip sampling. It is hosted by the Mallapunyah formation, in two dolomitic and variably bituminous intervals informally termed the 'upper' and 'lower' copper beds, which are 1 m and 150 mm thick, respectively. Chalcocite and minor chalcopyrite are present in the 'lower copper bed' along its strike length of 500 m. Copper mineralisation in the lower copper bed 5 km north of the Kilgour Crossing prospect comprised about equal quantities of chalcocite and bornite.

Poor outcrop prevented delineation of the extent of copper mineralisation in the upper copper bed. In the lower copper bed, copper sulphides were associated with transparent calcite and quartz filled cavities in a 150 mm thick white dolomitic bed. The Kilgour Crossing mineralisation was deemed uneconomic at the time; however some geochemical work of an orientation nature was felt warranted. Multi element assays showed that copper was the only anomalous element at Kilgour Crossing.

Figure 4.4 Map of previous exploration

==> picture [383 x 319] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 36

==> picture [110 x 17] intentionally omitted <==

4.5.3 Recent exploration

Exploration carried out on EL 27711 by Enigma up until July 2011 has mainly been of a regional nature. A full literature review was carried out on the historical data. A comprehensive report on the geology and mineralisation within the tenement was produced.

Image processing and image based interpretation of Quickbird high resolution satellite data was purchased and used as a base for geological mapping of the Kilgour River project. This confirmed and refined the major structural components defined in the Mallapunyah area by earlier exploration work.

Geological mapping of approximately 50 km[2] was completed at a scale of 1:10,000 in May 2011. The mapping program generated areas within the tenement which require follow-up. An interpretation of the results of the mapping has been merged with the satellite data to produce a preliminary geological map.

The main aim of the mapping was to identify a copper-anomalous corridor within the stromatolitic Proterozoic Wollagorang Formation and a second zone of copper mineralized occurrences within the overlying Mallapunyah Formation. A total of 68 rock samples were collected across EL 27711 as part of this survey and sixteen contained results with over 100 ppm Cu, predominantly in dolomite (Figure 4.5).

In addition to the high priority Kilgour Crossing and Donkey Yard prospects, the reconnaissance program also covered six previously-identified geophysical targets and two copper occurrences identified by the Northern Territory Geological Survey (NTGS), as well as numerous other prospective copper targets identified from previous stream sampling results and prospective geology.

Figure 4.5 Kilgour River rock sampling 2011

==> picture [445 x 315] intentionally omitted <==

(Source TNG)

A number of targets have been defined as a result of this work. Additional geological work is recommended by TNG including rock and soil sampling.

4.6 EL 28503 BLACK SPRINGS

The Black Springs tenement is located 4km south of McArthur EL 27711 covering southern extensions of the prospective McArthur stratigraphy. The tenement was granted on 21 July 2011. Negotiations with Traditional Owners regarding access to Black Springs are progressing.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 37

==> picture [110 x 17] intentionally omitted <==

4.7 ELA 28509 YAH YAH

ELA 285909 is located approximately 50 km southwest of McArthur Township, which is on the Tablelands Highway. It occurs in northern Walhallow, 30 km west of the Top Springs homestead (Figure 4.6).

Figure 4.6 El 28509 location and topography

==> picture [452 x 320] intentionally omitted <==

(Source TNG)

4.7.1 Geology

The geology of the Yah Yah tenement consists of folded and faulted metamorphosed rocks of the McArthur Basin, consisting of a shallow marine and fluvial sequence with interbedded bedded basaltic volcanics. Copper mineralisation within the region is evidenced by five historical copper mines. The epigenetic copper mineralisation at the old Yah Yah mine is hosted by brecciated dolomitic siltstone and is developed on an anticlinal crest at the contact between the Amelia Dolostone and overlying Tatoola Sandstone.

4.7.2 Historical Exploration

The Yah Yah tenement contains the historical Yah Yah copper mine. Recorded production from the mine dates back to early-mid nineteenth century. The mine produced 40 t of hand-picked high-grade copper ore (20 to 30% Cu) prior to 1912. . There were four shafts, all of which have collapsed. Inspection of the mine in the mid 1960‟s indicated that the deepest working would have probably not exceed 10 meters in depth.

Yah Yah and the surrounding area were explored by Carpentaria Exploration in the late 1960's.

CRA Exploration Pty Ltd explored the area in the 1980‟s and 1990‟s, and described the old workings as a narrow (<1 m thick) brecciated zone along an exposed strike length of about 100 m. A grab sample of malachite with minor chrysocolla from the waste dump assayed 30.4% Cu.

Additional rock chipping was completed in 1989 by Perilya Mines. One sample was collected from the mine dump at Yah Yah comprising ferruginous Amelia Dolomite with veins of azurite and minor

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 38

==> picture [110 x 17] intentionally omitted <==

malachite, which returned 5.7% Cu, 390 ppm Pb and 470 ppm Zn. Weak Pb-Zn anomalism was detected east of the Yah Yah workings.

BHP Minerals Pty Ltd (BHP) explored the area in the 1990‟s. Three rock chip samples collected at the prospect averaged 18.6% Cu, 171 ppm Pb, 256 ppm Zn, 103 ppm Ni, 881 ppm Co and 2 ppm Ag. BHP used the vicinity of the old workings at Yah Yah for an orientation soil survey and to follow-up weak Pb-Zn stream sediment anomalism in the area. Best results of up to 562 ppm Cu came from a 300 m wide zone over the old workings and along the faulted contact of the Tatoola Sandstone and Amelia Dolostone on the western flank of the antiform. Mapping of the Yah Yah prospect indicated that the lower Tatoola Sandstone was faulted out at this locality.

All work to date at Yah Yah failed to find any evidence of primary sulphides and previous explorers have found little evidence of a larger stratiform copper orebody.

4.7.3 Recent exploration

No recent field work has been undertaken as access to the project area requires approval from traditional owners and has so far not been received.

4.7.4 Exploration potential

There has been no definitive drilling in the area, either to test the existing workings at Yah Yah at depth or to assess similar stratigraphic and structural settings along strike. TNG plans to complete a thorough rock chip sampling program over the region in order to confirm the scope and tenor of mineralisation, and are considering conducting a VTEM survey to map the host rock.

The Yah Yah copper mineralisation has not been fully tested and has some potential for strike and depth extensions. The epigenetic copper mineralisation may indicate the potential for larger sediment hosted deposits nearby.

5. EAST ARNHEM LAND PROJECT

5.1 LOCATION, ACCESS, TOPOGRAPHY AND CLIMATE

The East Arnhem Land Project is situated approximately 150 km east of Katherine in the Northern Territory. It consists of two exploration licences EL 28218 and EL 28219 granted to Enigma Mining Limited (Enigma) on 4 April 2011 for a period of six years.

Figure 5.1 shows the tenements superimposed on the regional geology. Much of the tenement area is underlain by Quaternary sediments, which overlie Proterozoic sediments of the McArthur Basin. The Project contains the Sherwin Ironstone Member, which is considered prospective for pisolitic haematite iron deposits.

The project is close to WDR‟s flagship project the new Roper Bar Iron Province, where mapping has confirmed iron enrichment in the Sherwin Ironstone Member which outcrops over an area of 55 square kilometers. The material is reported to be low in phosphorous and other deleterious elements, which may imply it is suitable for steel-making. Preliminary metallurgical testwork indicated the material can be upgraded to direct shipping ore (DSO) with simple crushing and gravity separation.

While no exploration has been carried out or reported to date by Enigma its East Arnhem Land Project is considered to have potential for iron ore.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 39

==> picture [110 x 17] intentionally omitted <==

Figure 5.1 East Arnhem Land Project

==> picture [432 x 357] intentionally omitted <==

(Source TNG)

6. PETERMANNS PROJECT (NT)

The Petermanns Project consists of five EL tenement applications in the Northern Territory, approximately 400 km southwest of Alice Springs (Table 6.1) covering almost 5,700 km[2] on Aboriginal Freehold land which is practically unexplored, and considered by TNG to be highly prospective for gold, base metals, rare earths and nickel sulphides. The Petermanns Ranges consist of Neoproterozoic quartzites, sandstones, conglomerate, dolostone, and limestone, resting on Mesoproterozoic granite gneiss.

Negotiations are continuing with the Central Land Council for an Exploration Agreement and Western Desert Resources Ltd (“WDR”) may earn up to 80% through a joint venture agreement with TNG. No work has been undertaken to date.

Table 6.1 Petermanns Project Tenements

Licence	Title Holder	Area (Blocks)	Area Km2	Application	Status
ELA 25562	TNG	304	942.15	23/08/2006	Pending
ELA 25564	TNG	500	1,546.49	23/08/2006	Pending
ELA 26382	TNG	131	406.40	16/08/2007	Pending
ELA 26383	TNG	419	1,300.00	16/08/2007	Pending
ELA 26384	TNG	294	909.51	16/08/2007	Pending

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 40

==> picture [110 x 17] intentionally omitted <==

6.1 EXPLORATION POTENTIAL

The Petermanns Project is relatively unexplored but is considered to have potential for gold, base metals, rare earths, nickel sulphides and possibly uranium.

7. CAWSE EXTENDED NICKEL PROJECT (WA)

7.1 LOCATION AND ACCESS

The Cawse Extended Nickel Project consists of four mining leases just east of the Cawse high pressure acid leach (HPAL) plant belonging to Norilsk Australia Pty Ltd (Norilsk), situated about 75 km northwest of Kalgoorlie and about 60 km south of Menzies in Western Australia (Table 7.1). The HPAL plant was placed on indefinite care and maintenance in October 2008. Ore was mined from the Unicorn pit within Cawse Extended during 2004 to 2005.

TNG through its wholly owned subsidiary Enigma has a 20% convertible interest in the project.

Table 7.1 Cawse Extended Tenements

Title Owner	Area (ha) Grant date Expiry
M24/547 Enigma 20%	856 3/10/1997 2/10/2018
M24/548 Enigma 20%	987 3/10/1997 2/10/2018
M24/549 Enigma 20%	952 14/04/2003 13/04/2024
M24/550 Enigma 20%	762 14/04/2003 13/04/2024

7.2 GEOLOGY

The Cawse Extended Project tenements are on the western limb of the Goongarrie - Mt Pleasant anticline in the Ora Banda domain of the Kalgoorlie terrain.

Four main types of mineralisation have been identified at the Cawse Extended Project. These are the oxide ores of limonite, talc, and siliceous cobalt and the smectite-saprolite ore (locally termed nontronite). The identification of these ore types, their grade ranges and physical characteristics proved crucial in the subsequent metallurgical sampling due to their differing metallurgical properties.

Limonite mineralisation comprises approximately 75% of the global resource. Limonitic clays with variable proportions of vuggy, goethitic silica typically contain grades of 0.4% to 1.5% nickel. Nickel grade decreases as the proportion of silica increases. Cobalt content is between 0.01% and 0.3% at which point manganese staining of the silica occurs. The ore type is upgradeable by screening out the coarse silica fraction. This ore type comprises the bulk of the upgrade ore.

Siliceous cobalt (SICO) mineralisation comprises approximately 5% of measured resources. It occurs as 1 meter to 6 meter thick sub-horizontal layers in the upper 20 meters of the weathering profile. The ore is characterised by dark blue to black siliceous rock with abundant cobalt-rich manganese oxides such as todorokite, chalcophanite and cryptomelane, which carry cobalt grades from 0.3% to 7% and nickel grades from 0.5% to 5% in the rock mass. The ore is not upgradeable due to the association of nickel and cobalt to manganese, which is then associated to coarse chalcedonic silica.

Talc mineralisation comprises approximately 10% of the global resource and is located throughout the weathering profile proximal to penetrating talc-chlorite shear structures. It typically contains high nickel grades, generally between 1% and 2% and high magnesium levels between 8% and 15%.

Figure 7.1 shows the Cawse extended tenements with nine separate nickel laterite prospects.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 41

==> picture [110 x 17] intentionally omitted <==

Figure 7.1 Cawse Extended tenements and prospects

==> picture [295 x 428] intentionally omitted <==

(Source TNG)

In October 2008 TNG received an updated mineral resource statement from Norilsk Nickel Cawse Pty Ltd (Norilsk) of the Cawse Extended Nickel Project, when the Cawse Nickel Project was placed on care and maintenance (Figure 7.2). At that date Cawse Extended was owned by TNG (20%) in joint venture with Norilsk (80%).

Figure 7.2 Cawse Extended Mineral Resources

==> picture [444 x 145] intentionally omitted <==

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 42

==> picture [110 x 17] intentionally omitted <==

7.3 EXPLORATION POTENTIAL

The Cawse Extended mining leases contain laterite nickel cobalt deposits, which have been mined by open pit in the past. Future development of the nickel resources hinges on the nickel price.

8. MELVILLE ISLAND PROJECT

8.1 EXPLORATION POTENTIAL

The Melville Island Project has potential for bauxite. There are many bauxite deposits along the coast of Western Australia, Northern Territory and Queensland, including Mitchell Plateau, Gove and Weipa. Initial results of bauxite sampling indicate low grades of alumina, but more exploration work is required to examine the deposits.

Figure 8.1 shows the Melville Island Bauxite Project exploration licence application area (ELA28617) it should be noted that the lease application covers a considerable proportion of the island.

Figure 8.1 Melville Island ELA28617

==> picture [330 x 470] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 43

==> picture [110 x 17] intentionally omitted <==

Figure 8.2 on the following page shows the exploration licence application area of 1,433 km[2] with the Goolambinni and Snake Bay bauxite prospects. The map also shows untested aeromagnetic anomalies up to 7 km in length. It is not clear what the anomalies represent.

Figure 8.2 Melville Island bauxite prospects

==> picture [419 x 367] intentionally omitted <==

(Source TNG)

9. ROVER PROJECT

9.1 LOCATION, ACCESS AND CLIMATE

The Rover Project consists of two exploration licences, one mineral lease and two exploration licence applications that occur approximately 50 km south of Tennant Creek in the Northern Territory. Access to the area is good with sealed roads and well-maintained tracks.

Much of the geographical, geological and exploration information below has been drawn from annual reports of the Rover Project JV (Western Desert Resources, 2009 and 2010).

9.2 MINERAL TENEMENTS

The Rover Project consists of the Explorer tenement (EL 24471), the Rover tenement (EL 25581) and the Kovacs Mineral Lease Central (MLC 647) owned by Tennant Creek Gold PTY Ltd (TCG), which is 100% owned by TNG. TCG has applied for two exploration licences in the same area, McLaren (ELA 25582) and Gosse River (ELA 25587).

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 44

==> picture [110 x 17] intentionally omitted <==

9.3 ROVER JOINT VENTURE

WDR has a farm-in agreement with TCG, a wholly owned subsidiary of TNG, over two granted exploration licenses (EL24471 and EL25581). The agreement requires WDR to spend $500,000 to earn a 51% interest in the tenements. After earning a 51% interest in the project WDR may exercise an option to spend an additional $850,000 over 30 months to earn a further 29% share for a total 80% interest in the tenements.

The Rover JV tenements are adjacent to WDR‟s Rover 1 Project which announced very high gold grades from drilling, as can be seen in Figure 9.1. Surveys completed in 2009 identified numerous targets suggestive of Tennant Creek style ironstone bodies under cover. Figure 9.1 also shows the Rover JV tenements (EL 24471 and EL 25581) and WDR‟s Rover Project. It shows the proximity to WDR‟s Rover 1 gold deposit, WDR‟s base metal deposit (Explorer 108) and Adelaide Resources copper-gold deposit (Rover 4).

Figure 9.1 WDR Rover Project and Rover JV

==> picture [429 x 311] intentionally omitted <==

(Source TNG)

9.4 REGIONAL GEOLOGY

The Rover Project covers an area on the poorly exposed southern margin of the Tennant Creek Block within the central Tennant Creek Inlier, an area of Proterozoic rocks covering about 43,500 square kilometres (km[2] ) in the Northern Territory. The Inlier contains three provinces, the Tomkinson Creek Province in the north, the Tennant Creek Block in the central area, which also contains the Tennant Creek gold field, and the Devonport Province to the south.

The Tennant Creek Block remains one of the most prospective gold provinces of the Northern Territory. For about three decades up to 1980 it was the only major Northern Territory producer and to June 1987 the Tennant Creek gold field had recorded the largest production of any Northern Territory field. The Tennant Creek Block is the most extensively explored and developed of Australia‟s few Proterozoic gold provinces.

The gold mineralisation in the region is linked by a common association with iron oxides. Gold occurs within the Warramunga Formation in association with copper and bismuth in haematite and magnetite rich lodes (ironstone).

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 45

==> picture [110 x 17] intentionally omitted <==

The oldest exposed rocks in the Tennant Creek Inlier are the early Proterozoic Warramunga Formation, which consists of interbedded sedimentary and volcanic rocks, and forms the major part of the Tennant Creek Block. It is unconformably overlain by sediments belonging to the Hatches Creek Group which include felsic and mafic volcanic in the Devonport Province to the south, and by sediments of the Tomkinson Creek Beds in the Tomkinson Creek Province to the north. The eastern and western margins are the sedimentary sequences of the Palaeozoic Georgina and Wiso Basins.

There are isolated occurrences of gneissic rocks in the area, which have been interpreted as basement possibly of Archaean age. The Warramunga & Hatches Creek Groups are intruded by Proterozoic igneous rocks of granite, porphyries and dolerite.

The Warramunga Group since re-named the Warramunga Formation and Flynn Subgroup after redefinition in 1995 consists of a sequence of turbiditic greywacke, siltstone and shale with interbedded felsic volcanics. Some minor components of the sequence are thin, discontinuous, argillaceous banded iron formation (BIF), locally known as haematitic shale. The Warramunga Formation also contains quartz-feldspar porphyry lenses and broad stratabound zones of disseminated magnetite.

The Warramunga Formation is folded and metamorphosed to lower greenschist facies. In the Tennant Creek gold field, the Warramunga Formation is tightly folded about East-West axes, folds are upright and bedding is mostly steeply dipping.

The Cambrian Wiso Basin succession and Cainozoic sediments extensively cover the Tennant Creek area with a westward thickening trend from less than 20 metres in the east to in excess of 200 metres in the west. The Cambrian component of the cover sequence is composed of thin basal fluviatile sediments overlain by a shallow marine carbonate-rich siltstone and sandstone sequence.

The Cainozoic cover of around 20 to 30 metres in thickness is composed of colluvial, alluvial and aeolian deposits.

9.5 RECENT EXPLORATION

Reverse circulation (RC) drilling was undertaken to test eight magnetic targets in early 2010. Studies undertaken on the drill core indicate that the rocks are of volcanic origin and form part of the Flynn Subgroup.

Some reconnaissance rock chip sampling of the Cambrian sequence for phosphate has been carried out over the Explorer EL 24471, however this was not very successful due to a combination of poor outcrop, limited access and heavy vegetation cover due to recent heavy rains.

The prospective Montejinni Limestone was only found to outcrop in one area and samples from this locality reported elevated phosphate values. Evaluation of the phosphate potential of the region is continuing.

9.6 EXPLORER PROSPECT AREA (EL 24471)

9.6.1 Location, access and topography

The Explorer Prospect Area is located approximately 40 kilometres south of Tennant Creek in the Northern Territory. The tenement is located within the boundaries of Perpetual Pastoral Lease 1142 – Tennant Creek Station. An exploration agreement is in place with the Central Land Council (“CLC”). The EL covers an area of 454.9 square kilometres (km[2] ) equivalent to 144 sub blocks.

Access to, and within, the area is by the sealed Stuart Highway south from Tennant Creek, and then by unsealed station tracks leading west from the Stuart Highway. The Alice Springs to Darwin Railway also crosses the area. There are two main landforms in the region: dissected uplands (remnant Ashburton Surface) and the surrounding plains (Tennant Creek Surface). The tenement is mainly flat with some residual mesas formed by outcrops of Flynn Group and Wiso Basin.

9.6.2 Background

EL 24471 was granted to TCG for six years on 16 August 2005 in an area of poor outcrop. TCG entered into a joint venture agreement (Rover JV) with WDR over this and a number of other tenements in the area on 27 February 2008 in which WDR is the operator. The area has been explored by a number of different companies since 1966 with little success.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 46

==> picture [110 x 17] intentionally omitted <==

The EL was reduced at the end of year 4 (2009) and the reduced area is shown in Figure 9.2. The expenditure commitment for EL 24471 for year 5 (2009 to 2010) was $50,000 and actual expenditure equated to $51,590.

Figure 9.2 Tenement boundary

==> picture [317 x 448] intentionally omitted <==

(Source TNG)

9.6.3 Geology

The Explorer Prospect area (EL 24471) is located on the southern margin of the Tennant Creek Inlier (Donnellan et al 1999). The central part of the Inlier is comprised of the Tennant Creek Province of Palaeoproterozoic age. This consists of a flysch sequence, the Warramunga Formation, which has been intruded by granitoids. The sedimentary sequence is overlain by extrusive volcanic rocks and associated sediments of the Flynn Subgroup.

The Warramunga Formation hosts the gold-copper-bismuth mineralisation of the Tennant Creek goldfield, which is associated with ironstone. There is evidence from drilling that the ironstone of the Warramunga Formation tends to form palaeo-topographic highs underlying the Wiso sequence with similar resistance to erosion during the Cambrian as seen in the exposed Warramunga Formation to the north of the tenement

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 47

==> picture [110 x 17] intentionally omitted <==

The Middle Cambrian Wiso Basin covers the basement rocks west of the Tennant Creek Inlier. This is a sedimentary sequence consisting of the Montejinni Limestone and the Hooker Creek Formation.

Due to a thick cover of younger sediments over most of the tenement area, the geology is interpreted from rare outcrop, limited drill testing, geophysical surveys and information from the relatively well exposed portion of the block to the north. Figure 9.3 shows the geology of the EL 24471 tenement area.

Figure 9.3 Geology of EL24471 tenement area

==> picture [340 x 481] intentionally omitted <==

(Source TNG)

9.7 PREVIOUS EXPLORATION AND MINING IN REGION

Gold was discovered in the Tennant Creek area around 1925, however little mining or prospecting took place until 1932 due to the lack of gold in prominent quartz veins and the virtual absence of alluvial concentrations. Two small batteries were established near the site of the Tennant Creek town in 1932.

One of the last of Australia‟s gold rushes followed, and within three years gold was being won from over 100 small mines. The most notable of these mines were Eldorado, Enterprise, Rising Sun, Hammerjack, Blue Moon and Northern Star.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 48

==> picture [110 x 17] intentionally omitted <==

In the late 1940‟s to late 1960‟s several mines that produced significant tonnages in either gold and/or copper were developed. These were owned by two companies that dominated the Tennant Creek mining scene for 30 years, Australian Development and Peko-Wallsend, and include Nobles Nob, Peko, Orlando, Ivanhoe, Juno and Warrego mines.

No mining has been carried within the area covered by the EL 24471 tenement.

9.7.1 Previous Exploration in EL 24471 area

- Geopeko (1966 67)

Aeromagnetic survey.
10 line kilometres of ground magnetic over the magnetic anomaly at Explorer 42.
One 328 metre diamond drill hole at Explorer 42 which intersected low grade auriferous BIF.

- Nobelex (1972 76)

Aeromagnetic survey.
Ground magnetic follow up.
Two diamond holes and one percussion hole at the prospect known as “BIF Hill”.

- Geopeko (1975 79)

Aeromagnetic survey.
Ground magnetic follow up of Explorers 190, 191 and 192.
K/Ar dating of the granite body close to the Stuart Highway and Explorer 42 at 1510 million years.

- Occidental Minerals/AOM (1980 81)

Aeromagnetic survey.
Follow up of 16 airborne magnetic anomalies with ground magnetic and gravity surveys.
One diamond hole drilled on anomaly T3, hole T3 ‐ 2 was drilled to 285m and intersected volcanic rocks of the Flynn Subgroup.

- Geopeko/Shell (1981 84)

Aeromagnetic survey flown over areas not previously covered.
21 airborne targets followed up with ground magnetic surveys.
5 targets tested by RAB drilling with no significant results.
Two experimental lines of input EM over Explorer 42.
Review of Explorer 42 data.
Second diamond hole drilled at Explorer 42 with no anomalous gold or base metal values.
Tested the Greenwood anomaly (GW502) with 1 RC and 2 diamond holes – no significant results.

- Roebuck Resources (1993 95)

Literature review.
LAG and rock chip sampling – no significant results.

Normandy Gold (Newmont Gold)/Acacia Resources Anglogold (1996 to 2004)

Low level detailed airborne magnetic survey flown.
Regional gravity survey completed.
Regolith mapping undertaken.
Regional RAB drilling to determine depth of cover and bedrock lithology undertaken.
RC and diamond drilling on a number of magnetic targets – no significant results.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 49

==> picture [110 x 17] intentionally omitted <==

Giants Reef Mining/Emmerson Resources (2001 to 2006)

Reinterpretation of airborne magnetic and a gravity survey.
1 diamond hole and 7 RC holes completed – minor Au/As zone in the diamond hole (2m at 0.5g/t Au and 1.2% As from 380m.

Tennant Creek Gold (NT) Pty Ltd (2005 to 2007)

Gravity and ground magnetic surveys were carried out over a number of airborne magnetic targets defined from reinterpretation of previous surveys.
RC drilling was carried out on two anomalies with no significant results.

9.8 RECENT EXPLORATION

9.8.1 Literature Research

A review of the previous exploration activities was carried out following the recognition of phosphatic sediments in the Middle Cambrian Montejinni Limestone in an adjoining tenement. Giants Reef Mining drilled a number of holes in the northern portion of the EL and found anomalous phosphate values. A literature review was completed on previous exploration. It was determined that the previous drilling which had been done on anomaly Explorer 42 had not completely tested the target. A deep diamond hole was proposed to complete the investigation of the magnetic anomaly, but this has not yet been drilled (Roberts, 2008).

9.8.2 Rock Chip Sampling

A reconnaissance program of rock chip sampling was carried out in July 2010 with the aim of determining if phosphatic sediments of the Wiso Basin cropped out in the EL. Recent work in an adjoining tenement has shown that the Montejinni Limestone at the base of the Wiso Basin sequence ‐ is phosphatic. Twelve samples were collected and assayed for a multi element suite by ICP MS, but results showed that there were no phosphatic sediments outcropping in the areas tested.

Hole E3DD05 was drilled in middle 2008 at anomaly Explorer 42 and intersected a sequence of interbedded siltstones and banded iron formation (BIF) probably from the Warramunga Formation. The BIF units contained significant amounts of magnetite which explained the magnetic anomaly. The more magnetic sections of BIF core were sampled and assayed for gold but with no significant results or signs of any chloritic alteration or copper mineralisation.

9.8.3 Airborne magnetics

Figure 9.4 shows an airborne magnetic image. The hackly texture in the image in the central and southern portions of the EL is probably related to the felsic volcanic and volcanogenic sedimentary rocks of the Flynn Subgroup. More subdued magnetic rocks in the central part of the tenement and also in the northern block may be underlain by Warramunga Formation. Rocks of the Cambrian Wiso Basin cover the western part of the EL and are approximately 30 m to 50 m thick at the western boundary.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 50

==> picture [110 x 17] intentionally omitted <==

Figure 9.4 Airborne magnetic image

==> picture [293 x 301] intentionally omitted <==

==> picture [31 x 22] intentionally omitted <==

----- Start of picture text -----

N
----- End of picture text -----

==> picture [51 x 9] intentionally omitted <==

----- Start of picture text -----

(Source TNG)
----- End of picture text -----

9.8.4 Gravity survey

A detailed gravity survey was completed over the northwest corner of EL 24471 in 2009. The aim of this work was to define in greater detail a gravity anomaly which had been tested by a deep diamond hole (BBRD002) by Giants Reef Mining in 2001 (Walters, 2006). Interpretation of the gravity data concluded that the anomaly was probably caused by a sequence of mafic to ultramafic volcanic rocks. The residual gravity map (Figure 9.5) shows a significant gravity anomaly located to the east of drill hole BBRD002.

Figure 9.5 Gravity survey

==> picture [381 x 220] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 51

==> picture [110 x 17] intentionally omitted <==

Figure 9.6 shows the historical drilling at the EL 24471 tenement.

Figure 9.6 Historical drilling (EL 24471)

==> picture [447 x 456] intentionally omitted <==

----- Start of picture text -----

N
----- End of picture text -----

(Source TNG)

9.8.5 Exploration Potential

The EL is considered to be prospective for gold and copper mineralisation associated with ironstones similar to that found in the Tennant Creek goldfield.

9.9 EAST ROVER PROSPECT AREA (EL 25581)

9.9.1 Location, access, topography and climate

The East Rover Prospect Area (EL 25581) is located approximately 60 km southwest of Tennant Creek in the central part of the Northern Territory (Figure 9.7). Access to the area from Tennant Creek is via the Stuart Highway for 7km south of the town. Then via an unsealed road which heads west for approximately 50km to the Kunayungku Outstation. Then via an unsealed track for about 30 km to the Rover Camp of WDR. An unsealed track south of the camp allows access into the northern part of the tenement. The tenement can also be accessed from the east by means of station tracks which run off the Stuart Highway.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 52

==> picture [110 x 17] intentionally omitted <==

Figure 9.7 Location of Rover Prospect Area (EL 25581)

==> picture [422 x 596] intentionally omitted <==

(Source TNG)

9.9.2 Background

EL 25581 was granted to TCG on 11th May 2009. TCG had entered into a farm ‐ in agreement with WDR on 27th February 2008, which would allow WDR to earn up to an 80% share in the tenement.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 53

==> picture [110 x 17] intentionally omitted <==

9.9.3 Geology

There are no outcrops within EL 25581 which is covered by sand. The area is underlain by Wiso Basin sediments which have been intersected in widely spaced water bores and exploration drill holes. These sediments thicken to the west.

Drilling carried out by explorers to the west of the tenement has shown that Proterozoic rocks occur beneath the Wiso Basin succession.

9.9.4 Previous Mining and Exploration in the Tenement area

There has been no mining activity within EL 25581. The only exploration previously conducted in the area was that undertaken by Geopeko Ltd in the period 1973 to 1976. This work was carried out within EL954 and consisted of an airborne magnetic survey, ground magnetic surveys and diamond drilling.

Three diamond drill holes were drilled on a magnetic anomaly ‐ Explorer 124 ( Figure 9.8 ). The Wiso Basin sediments intersected in the holes consisted of shales, siltstones and sandstones, about 90 m thick. The basement rocks were found to be feldspar porphyry, diorite and microdiorite with moderate to strong disseminated magnetite, which explains the magnetic anomaly.

9.9.5 Recent Exploration

Airborne Magnetic/Radiometric Survey

A helicopter borne magnetic/radiometric survey was flown over the northern part of the exploration ‐ license in 2009/2010. The data was collected on a total of 5,766 line km of east west flight lines at a line separation of 50 m and a terrain clearance of 50 m. Interpretation of the magnetic data identified twelve magnetic targets, chosen to be further tested (Figure 9.8). The target depth to the magnetic source was at least 300 m in each case.

Four of the targets (E1, E2, E3 and E4) in the south east portion of the survey area were within or adjacent to a sacred site exclusion zone and were not drilled.

Figure 9.8 Location of magnetic targets

==> picture [448 x 317] intentionally omitted <==

----- Start of picture text -----

N
----- End of picture text -----

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 54

==> picture [110 x 17] intentionally omitted <==

Drilling

Seven RC drill holes totaling 1,692 m were completed in January/February 2010 (Table 9.1 and Figure 9.9). Assay samples were taken each metre from a depth of 100 m to the bottom of the holes. ‐ The samples were analysed by ALS Chemex for 33 elements by ICP AES following a four acid digestion and for gold by fire assay using a 50 g charge and AA finish.

Table 9.1 East Rover RC holes

Hole Number	Target	Easting GDA	Northing GDA	Azimuth (Magnetic)	Inclination	Planned Depth (m)	Final Depth (m)
ERRC001	C5	368775	7787610	360	‐60	350	323
ERRC002	C1	366100	7784420	360	‐70	350	233
ERRC003	G1	371090	7782950	360	‐60	300	275
ERRC004	C2	367500	7782280	360	‐65	350	239
ERRC005	C4	368450	7782295	360	‐65	350	215
ERRC006	H1	375725	7780500	30	‐60	300	107
ERRC007	F6	374950	7784225	45	‐60	300	300

Figure 9.9 Location of drill holes on magnetic image

==> picture [448 x 235] intentionally omitted <==

----- Start of picture text -----

N
----- End of picture text -----

(Source TNG)

The holes intersected a similar sequence of volcanic and/or igneous rocks. Analytical results from this sequence were not anomalous. Magnetic susceptibility readings taken on the bulk samples showed that these rocks had a significant magnetite content which explained the magnetic anomalies. Anomalous phosphate values were recorded in two of the holes (ERRC002 and 005) at the base of the Wiso Basin succession.

The proposed exploration program for year 2010/2011 includes completion of the initial drilling program using a diamond drilling rig, assessment of the results and further drilling or geophysical programs as required. The first 100 m of each of the original RC drill holes will be composite sampled for phosphate.

To aid future drill targeting, an aerial EM survey has been completed and a ground gravity survey commenced.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 55

==> picture [110 x 17] intentionally omitted <==

9.9.6 Future exploration and exploration potential

No significant base metal or precious metal mineralisation has been identified as yet within EL 25581. However, during the June 2011 Quarter a field visit to view historical drill core revealed similarities with the adjacent 1 million ounce Rover 1 deposit discovered by WDR. Samples have been selected for assay and will be submitted next quarter with a view to generating Rover-style analogue targets for testing later in the year.

Although exploration is difficult due to the lack of outcrop, the area has potential for gold deposits.

Anomalous phosphate values were recorded in two holes at the base of the Wiso Basin succession. Work conducted in the region by the NTGS (Khan et al 2007) has highlighted the potential of the Wiso Basin for phosphate deposits in the vicinity of the Tennant Region palaeo-high.

9.10 MCLAREN ELA 25582

The McLaren exploration license application, ELA 25582 (1,207 km[2] ) occurs about 75 km south of Tennant Creek in Northern Territory. It was applied for on 11 September 2006 and approval is still pending. The McLaren ELA is considered to have potential for gold and base metals.

9.11 GOSSE RIVER ELA 25587

The Gosse River exploration license application, ELA 25587 (248.2 km[2] ) occurs about 60 km southeast of Tennant Creek in Northern Territory. It was applied for on 6 September 2006 and approval is still pending. The Gosse River ELA is considered to have potential for gold and base metals.

9.12 GODDARDS ELA 24260

The Goddards (Tanami East) Exploration License Application ELA 24260 (462.3 km[2] ) occurs about 400 km west of Tennant Creek in Northern Territory. The application was applied for on 15 April 2004 and approval is still pending. The Goddards ELA is considered to have potential for base metals.

10. MCTAVISH PROJECT (WA)

10.1 LOCATION AND ACCESS

The McTavish Project consists of five mining leases just west of the Kookynie Gold Mine, about 60 km northeast of Menzies and 200 km north of Kalgoorlie in Western Australia. The sealed KalgoorlieLeonora road traverses to the west of the Project area and a well-formed gravel road and numerous pre-existing station and mineral exploration tracks provide ready access. The physiography of the project is dominated by a ferricrete plateau of low relief. The principal land use, apart from gold mining includes grazing activities on the Pastoral Lease.

Much of the geological and exploration information below has been drawn from annual reports of the McTavish Project JV (Crucible Resources, 2010).

10.2 MINERAL TENEMENTS

Enigma has retained a royalty agreement of 3% on the McTavish tenements with Crucible Resources and Nex Metals Explorations Ltd (Nex) (Table 10.1). Nex is actively exploring the Kookynie Gold Project where a significant gold mineral resource has been reported. The McTavish Project has potential for additional gold resources.

Table 10.1 McTavish Project Tenements (WA)

Title	Owner	Operator	Area (ha)	Grant date	Expiry
M40/119	Enigma 3% royalty	Crucible	154	3/06/1994	2/06/2015
M40/157	Enigma 3% royalty	Crucible	30	9/10/1995	8/10/2016
M40/77	Enigma 3% royalty	Nex Metals	120	13/10/1988	12/10/2030
M24/549	Enigma 3% royalty	Crucible	171	22/05/2009	21/05/2013
M24/550	Enigma 3% royalty	Crucible	182	22/05/2009	21/05/2013

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 56

==> picture [110 x 17] intentionally omitted <==

Figure 10.1 is a geological map of the McTavish Project showing the location of Crucible‟s JV tenements within a greenstone belt.

Figure 10.1 McTavish Project

==> picture [416 x 535] intentionally omitted <==

(Source TNG)

Figure 10.2 shows the location of the McTavish Project JV tenements near Kookynie in JV with Crucible Resources.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 57

==> picture [110 x 17] intentionally omitted <==

Figure 10.2 McTavish JV (Crucible Resources)

==> picture [433 x 272] intentionally omitted <==

(Source TNG)

10.3 BACKGROUND HISTORY

The Kookynie area is host to a large number of gold occurrences that have been sporadically mined for over a hundred years. More than 600,000 ounces of gold have been produced from the district since the 1890‟s, with the three largest historical producers being the underground Cosmopolitan (312,000oz Au), Champion (33,800oz Au) and Altona (19,500oz Au) mines. Significant recent open pit production (post 1985) has included the Orient Well, Admiral, Butterfly and Puzzle mines, from which over 114,000oz Au have been produced.

Previous mining and exploration activities within the JV tenements were mostly focused on areas of outcrop or shallow cover. Much of the drilling undertaken in the last 20 years, mainly in the vicinity of the historic gold workings, has only evaluated potential for shallow gold mineralization suitable for mining by open pit. The depth potential of many of the historic workings remains largely untested. Much of the surface geochemistry and shallow RAB drilling completed outside of these areas during the early to mid-1980‟s may have been ineffective due to the variable depths of alluvial cover and a lack of understanding of the regolith.

10.4 REGIONAL GEOLOGY

The McTavish Project area is located on the MELITA 1: 100,000 geological map sheet which was extensively remapped in the 1980‟s and early 1990‟s by the Geological Survey of Western Australia (“GSWA”) and the National Mapping Accord program in the Eastern Goldfields. Although much of the area is covered by transported material with sparse outcrop, areas of outcrop indicate that the region is underlain by a complex lithological sequence with marked variations in primary stratigraphy and a protracted deformational history (Witt, 1994) and (Jones, 1998).

The project area is located in the Keith-Kilkenny Tectonic Zone within the NNW-trending Archaean-age Malcolm greenstone belt. The Keith-Kilkenny Tectonic Zone in the vicinity of Kookynie is a triangular-shaped area hosting a succession of Archaean mafic-ultramafic igneous and metasedimentary rocks. Regional magnetic data indicate the Kookynie district is bounded to the west by the north-trending Mt George Shear, the Keith-Kilkenny Shear Zone to the east and the Mulliberry Granitoid Complex to the south.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 58

==> picture [110 x 17] intentionally omitted <==

The McTavish Project is located in the Melita Domains of the Keith-Kilkenny Tectonic Zone. An interpreted near east to west trending thrust contact between the Melita and Niagara domains occurs in the vicinity of the Admiral/Butterfly and Orient Well deposits. This tectonic contact and transition between the lithological associations separating these two domains is complicated and unclear.

The Melita and Niagara Domains are bounded to the west by the Mount George Shear in the Raeside Domain and to the east by the Cement Granite Domain. To the east of the Cement Granite Domain and also bounding the Melita Domain to the north east is the Kilkenny Domain containing the Keith-Kilkenny Shear Zone.

10.5 LOCAL GEOLOGY AND STRUCTURAL CONTROLS ON GOLD MINERALISATION

The McTavish Project is largely covered by colluvium and alluvium associated with a recent drainage system. An area of broadly north to south trending siltstone, sandstone and shale crops out in the central portion of the project area. This sequence of sediments is intruded by a biotite syenogranite. A small area of felsic volcanics also crops out in the northern portion of the project area. Several historical gold workings are scattered throughout the area with the most significant being the historical Mount McTavish (Happy Go Lucky) workings. Interpreted project geology shows that it is dominated by the Niagara Gabbro Complex, mafic volcanic, metasediments and granites.

Many of the gold deposits in the area are associated with the D3 structures which have a range of orientations across the district and cross-cut favorable lithologies or pre-existing structures. Gold bearing shoots are concentrated at the intersection of these structures. D3 structures can also be offset by subsequent tectonic reactivation, with gold mineralisation also hosted along these offsetting structures.

Figure 10.3 shows the geology of the McTavish Project with two of TNG/Crucible‟s JV tenements (M40/119 and M40/157).

Figure 10.3 McTavish Project Geology

==> picture [323 x 341] intentionally omitted <==

(Source TNG)

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 59

==> picture [110 x 17] intentionally omitted <==

Figure 10.4 shows McTavish Region gold mines and historical workings and the TNG/Crucible JV area.

Figure 10.4 McTavish Region gold mines and historical workings

==> picture [412 x 285] intentionally omitted <==

(Source TNG)

10.6 PREVIOUS EXPLORATION

Most of the previous exploration work carried out over the Kookynie tenements M40/119 and M40/157 prior to the mid 1980‟s is poorly documented. WAMEX open file records indicate that most previous exploration activity in the district had been primarily for near surface gold deposits. RAB drilling and auger soil sampling was completed during 2004. RAB drilling at the McTavish area comprised 17 holes for a total of 1,145m to test for down dip/plunge extensions to the gold mineralization. Some of the better results from the RAB drilling were 8m @ 3.26 g/t Au, 4m @ 2.16g/t Au and 4m @ 1.31g/t Au. An Auger soil sampling program showed a distinct anomalous signature over some 300 m, up to 130 ppb Au over a background of 15 ppb Au on M40/157.

10.7 RECENT EXPLORATION

A geological compilation of the previous exploration for the McTavish project was undertaken and gold exploration targets outlined.

10.8 EXPLORATION POTENTIAL

The historical workings and the RAB drilling completed at the McTavish project confirm the presence of a gold mineralized system. The gold mineralization at the gold targets could be extended down dip/plunge and along strike. The auger geochemical soil sampling anomalies require testing by a RAB drilling program.

11. KINTORE EAST PROJECT

11.1 LOCATION AND ACCESS

The Kintore East Project is situated approximately 45km north of Coolgardie, within the Coolgardie Mineral Field, which is centrally located within the Eastern Goldfields Superterrane of Western Australia. The project comprises five Prospecting Licenses.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 60

==> picture [110 x 17] intentionally omitted <==

Access to the Kintore East tenements can be gained via two routes. Firstly by following the Coolgardie North Road from the Great Eastern Highway, thence via station tracks and cleared mining tenement boundaries. The Eastern tenements can also be accessed via station tracks that join the Kundana Haul Road at Broads Dam, approximately 5km south of Bullant Mine. The physiography is dominated largely by open flood plain with sparse scrub.

Much of the geological and exploration information below has been drawn from annual reports of the Kintore East Project JV (La Mancha Resources, 2009).

11.2 TENEMENTS

The Kintore East Project consists of five prospecting licences subject of a Joint Venture between La Mancha Resources Australia Pty Ltd (“La Mancha”), formerly Mines and Resources Australia Pty Ltd (51%) and Tenant Creek Gold (49%) a wholly owned subsidiary of TNG (Table 11.1).

On 21 April 2010 TNG received confirmation of the dilution of the ownership to 20% and agreed to move to retaining a 2% royalty and free carried interest in these gold tenements with La Mancha, a subsidiary of La Mancha Resources, Inc., a Canadian junior gold company.

Table 11.1 Kintore East tenements (WA)

Title		Owner	Operator	Area (ha)	Grant date	Expiry
P16/2370	TNG	2% royalty#	La Mancha Resources	182.41	14/04/2008	13/04/2012
P16/2371	TNG	2% royalty#	La Mancha Resources	118.26	14/04/2008	13/04/2012
P16/2372	TNG	2% royalty#	La Mancha Resources	146.01	14/04/2008	13/04/2012
P16/2373	TNG	2% royalty#	La Mancha Resources	121.31	14/04/2008	13/04/2012
P16/2374	TNG	2% royalty#	La Mancha Resources	199.5	14/04/2008	13/04/2012

# free carried

Figure 11.1 shows the location of the Kintore East tenements.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 61

==> picture [110 x 17] intentionally omitted <==

Figure 11.1 Kintore East Project tenements

==> picture [406 x 586] intentionally omitted <==

(Source TNG)

11.3 NATIVE TITLE

Amendment of the Native Title Act in 1998 rationalised the number of native title applications affecting the Kintore East project tenements. The project area is currently only affected by one Native Title claim:

The Widji Claim, WC98/027, registered on 28th February 2000.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 62

==> picture [109 x 16] intentionally omitted <==

11.4 REGIONAL GEOLOGY

The Kintore East project is located within the 2.7Ga late Archaean Eastern Goldfields Superterrane of the Yilgarn Craton, Western Australia. The province comprises a 700 km NNW trending array of thin, arcuate greenstone belts, collectively categorised as the regional Norseman ‐ Wiluna Greenstone belt (Brown et al. 2001; Neumayr et al. 2004). The greenstone stratigraphy is intruded, flanked and inter‐ fingered by a syn post deformational granitoids complex. The granitoids have been subdivided geochemically and petrologically into five groups comprising: High Ca; Low Ca; HFSE enriched; mafic granitoids, and syenitic granitoids, of which the High Ca variety (granodiorite, trondjhemite and monzogranite) predominates, with an aerial coverage of approximately 60% (Brown et al. 2001; Smithies & Champion, 1999). Granite subgroups have been linked to individual phases of crustal ‐ growth and lithospheric extension during the collisional accretionary event (Goscombe et al., 2006; Blewett et al., 2006).

The greenstone stratigraphy is characterised by a sequence of tholeiitic and komatiitic metabasaltic lava flows (Beresford et al. 2000; Brown et al., 2001; Morris, 1998; Moore et al. 2000; Hill, 2001; Neumayr et al., 2004; Squire et al. 1998), overlain by a bimodal predominantly felsic volcaniclastic package with subordinate mafic and intermediate facies (Morris et al., 1993). The metabasalts ‐ comprise massive and pillowed facies intercalated with fine grained metasedimentary units broadly categorised into sulphidic, chloritic and siliceous subdivisions (Squire et al. 1998).

The greenstone geology is unconformably overlain by a terrigenous clastic sequence relating to either:

1) basin subsidence during orogenic collapse; or
2) basin sedimentation relating to extensional doming during granite emplacement (Neumayr et al. 2004, Blewett et al., 2006).

The succession has been intruded by variably differentiated doleritic dykes/sills, lamprophyres, ‐ porphyries and undeformed sub vertical Proterozoic dykes. The structural geometry of the greenstone stratigraphy is governed and fashioned by a series of anastomosing trans ‐ crustal scale deformation ‐ zones thought to be related to the initial phases of post volcanic compressional transpressional deformation. Seismic reflection profiling has revealed that these structures may be shallow and connect at depth in a basal decollément thus defining fault bounded greenstone duplexes (Neumayr et al. 2004; Blewett et al., 2006).

The stratigraphic sequence has been subdivided into a series of tectonostratigraphic terranes based on a recognisable stratigraphic framework and deformation history (Swager et al. 1995). The best documented of these is the Kalgoorlie terrane. These terrane boundaries are defined by transcrustal structures in which lateral continuity is difficult to correlate.

11.5 PROJECT GEOLOGY

The geological setting of the Kintore East Project is a mesothermal depositional system that straddles the Crest Shear, a structure that marks the contact between the ultramafic lithologies of the south plunging Telegraph Syncline and the lithologies of Black Flag association. Previous exploration has generated a number of anomalous RAB drill intersections coincident with the Crest Shear in the southern portion of the project area. Follow up drilling along the Crest Shear target identified discontinuous zones of mineralisation coincident with the structure in P16/2373 and P16/2374.

‐ The Crest Shear forms a partially anastomosing, strike parallel transcurrent shear system with coincident stockwork quartz veining and associated pyrite, sericite, carbonate alteration assemblages. Movement along the shear is interpreted to be dextral, although previous exploration has not accurately determined the sense of movement on the structure.

Several north ‐ east trending oblique faults traverse the Kintore East tenement package and are inferred to cause a series of significant offsets of the Crest Shear and associated stratigraphy. Within P16/2373 and P16/2374, the major oblique faults have offsets of up to 150 m to 200 m. The faults have been ‐ interpreted as late stage features that may have been influential in localizing mineralisation along the ‐ areas where they intersect the north west trending shear. These zones may also provide a focus for ‐ future exploration. P16/2370 and P16/2371 overlie part of a faulted, north east striking mafic unit ‐ predominantly composed of high Mg basalt. Several anomalous intersections have also been identified in conjunction with the oblique faults. This unit is bounded by ultramafic stratigraphy to the south ‐ west.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 63

==> picture [109 x 16] intentionally omitted <==

11.6 RECENT EXPLORATION

Recent exploration has been limited to data compilation, regional mapping and other reconnaissance work in the Kintore East tenements. Due to the east ‐ west drainage pattern and open flood plains across the tenement package, very few drill piles remain. No samples were collected for end of hole multi-element data.

11.7 EXPLORATION POTENTIAL

Current prospects on the Kintore East Project include Cowan‟s to the north. The prospect area is defined by significant supergene mineralisation that has not been fully tested with follow up RC drilling. RC drilling is also warranted to the south of the project area on the Crest shear where significant mineralisation has been intersected along strike to the north. Mapping and 3D modeling should be utilised to understand the geology of the project area. An ongoing review of the project area will define areas of interest outside the main prospect areas.

12. VALUATION CONSIDERATIONS

The authors and reviewers of this report are either Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) or Australian Institute of Geoscientists (“AIG”) and therefore, are obliged to prepare mineral asset valuations in accordance with the Australian reporting requirements as set out in the VALMIN Code (2005 Edition).

The opinions expressed and conclusions drawn with respect to this valuation are appropriate at the valuation date of 12 October 2011. The valuation is only valid for this date and may change with time in response to variations in economic, market, legal or political conditions in addition to ongoing exploration results.

The objective of a mineral asset valuation is to establish a “fair market” value for an asset in the context of the factors outlined in the body of this report.

12.1 FAIR MARKET VALUE OF MINERAL ASSETS

Mineral assets are defined in the VALMIN Code as all property including, but not limited to real property, mining and exploration tenements held or acquired in connection with the exploration, the development of and the production from those tenements together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of minerals in connection with those tenements.

The VALMIN Code defines fair market value of a mineral asset as the estimated amount of money or the cash equivalent of some other consideration for which, in the opinion of the Expert or Specialist reached in accordance with the provisions of the VALMIN Code, the mineral asset should change hands on the valuation date between a willing buyer and a willing seller in an arms length transaction, wherein each party has acted knowledgeably, prudently and without compulsion.

In effect therefore, the valuation Expert is assumed to have the knowledge and experience necessary to establish a realistic value for a mineral asset. The real value of a tenement can only be established in an open market situation where an informed public is able to bid for an asset. The most open and public valuation of mineral assets occur when they are sold to the public through a public share offering by a company wishing to become a public listed resource company, or by a company raising additional finance. In this instance, the public is given a free hand to make the decision, whether to buy or not buy shares at the issue price, and once the shares of the company are listed, the market sets a price.

It is well known to most valuation Experts that where mineral tenement valuation is concerned there are two quite distinct markets operating in Australia. Almost without exception, the values achieved for mineral assets sold through public flotation are higher than where values are established through, say, the cash sale by a liquidator, or the sale by a small prospector to a large company neighbour, or through joint venture arrangements.

It is Snowden‟s experience, that in all these circumstances the terms of sale generally do not meet the criteria laid out in the VALMIN Code for fair market value (i.e. transaction between a willing buyer and willing seller in an arm‟s length transaction, wherein each party had acted knowledgeably, prudently and without compulsion). Invariably one of the parties is a less than enthusiastic participant and it cannot be said that the purchase or sale is without an element of compulsion.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 64

==> picture [109 x 16] intentionally omitted <==

It is Snowden‟s opinion that the market value of mineral assets should be valued by the Expert on the assumption that they are traded by vending them into a public float. Generally this will mean that the vendor is issued escrow shares (escrow period is usually two years). Importantly, this is a true cash sale situation, since the purchaser of the tenements (the public) is always expected to pay cash.

The VALMIN Code notes that the value of a mineral asset usually consists of two components; the underlying or Technical Value, and the Market component which is a premium relating to market, strategic or other considerations which, depending on circumstances at the time, can be either positive, negative or zero. When the Technical and Market components of value are added together the resulting value is referred to as the Market Value.

The value of mineral assets is time and circumstance specific. The asset value and the market premium (or discount) changes, sometimes significantly, as overall market conditions, commodity prices, exchange rates, political and country risk change. Other factors that can influence the valuation of a specific asset include the size of the company‟s interest, whether it has sound management and the professional competence of the asset‟s management. All these issues can influence the market‟s perception of a mineral asset over and above its technical value.

12.2 METHODS OF VALUING MINERAL ASSETS

12.2.1 Mineral assets with Mineral Resources and Ore Reserves

Where Mineral Resources and/or Ore Reserves have been defined, Snowden‟s approach is to excise them from the mineral property and to value them separately on a value per resource tonne / metal unit basis or on the basis of a discounted cash flow (“DCF”). The value of the exploration potential of the remainder of the property can then be assessed. Where appropriate, discounts are applied to the estimated contained metal to represent uncertainty in the information.

In Snowden‟s opinion, an Expert charged with the preparation of a development or production project valuation must give consideration to a range of technical issues as well as make a judgement about the „market‟. Key technical issues that need to be taken into account include:

confidence in the Mineral Resource / Ore Reserve estimate;
metallurgical characteristics;
difficulty and cost of extraction;
economies of scale; and
proximity of and access to supporting infrastructure.

Discounted cash flow analysis

A DCF analysis determines the Technical Value of a project by approximating the value if it were developed under the prevailing economic conditions.

Once a Mineral Resource has been assessed for mining by considering revenues and operating costs, the economically viable component of the resource becomes the Ore Reserve. When this is scheduled for mining, and the capital costs and tax regime are considered, the net present value (“NPV”) of the project is established by discounting future annual cash flows using an appropriate discount rate.

The resulting ‟classical‟ NPV has several recognised deficiencies linked to the fact that the approach assumes a static approach to investment decision making, however the NPV represents a fundamental approach to valuing a proposed or on-going mining operation and is widely used within the mining industry.

Comparable market transaction value

When the economic viability of a resource has not been determined by studies, then a ‟rule of thumb‟ or comparable market transaction value approach is typically applied. The comparable market transaction value approach for resources is a similar process to that for exploration property (refer to Section 12.2.2) however a dollar value per resource tonne / metal in the ground is determined.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 65

==> picture [109 x 16] intentionally omitted <==

As no two mineral assets are the same, the Expert must be cognisant of the quality of the assets in the comparable transactions, with specific reference to:

the grade of the resource;
the metallurgical qualities of the resource;
the proximity to infrastructure such as an existing mill, roads, rail, power, water, skilled work force, equipment, etc;
likely operating and capital costs;
the amount of pre-strip (for open pits) or development (for underground mines) necessary;
the likely ore to waste ratio (for open pits);
the size of the tenement covering the mineral asset; and
the overall confidence in the resource.

12.2.2 Mineral assets in the exploration stage

When valuing an exploration or mining property, the Expert is attempting to arrive at a value that reflects the potential of the property to yield a mineable Ore Reserve and which is, at the same time, in line with what the property will be judged to be worth when assessed by the market. Arriving at the value estimate by way of a desktop study is notoriously difficult because there are no hard and fast rules and no single industry-accepted approach.

It is obvious that on such a matter, based entirely on professional judgement, where the judgement reflects the Expert‟s previous geological experience, local knowledge of the area, knowledge of the market and so on, that no two valuers are likely to have identical opinions on the merits of a particular property and therefore, their assessments of value are likely to differ - sometimes markedly.

The most commonly employed methods of exploration asset valuation are:

multiple of exploration expenditure method (exploration based) also known as the premium or discount on costs method or the appraised value method;
joint venture terms method (expenditure based);
geo-scientific rating methods such as the Kilburn method (potential based); and
comparable market value method (real estate based).

It is possible to identify positive and negative aspects of each of these methods. It is notable that most valuers have a single favoured method of valuation for which they are prepared to provide a spirited defence and, at the same time present arguments for why other methods should be disregarded. The reality is that it is easy to find fault with all methods since there is a large element of subjectivity involved in arriving at a value of a tenement no matter which method is selected. It is obvious that the Expert must be cognisant of actual transactions taking place in the industry in general to ensure that the value estimates are realistic.

In Snowden‟s opinion, a valuer charged with the preparation of a tenement valuation must give consideration to a range of technical issues as well as make a judgement about the „market‟. Key technical issues that need to be taken into account include:

geological setting of the property;
the relative size of the landholding;
results of exploration activities on the tenement;
evidence of mineralisation on adjacent properties; and
proximity to existing production facilities of the property.

In addition to these technical issues the Expert has to take particular note of the market‟s demand for the type of property being valued. Obviously this depends upon professional judgement. As a rule, adjustment of the technical value by a market factor must be applied most judiciously. It is Snowden‟s view that an adjustment of the technical value of a mineral tenement should only be made if the technical and market values are obviously out of phase with each other.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 66

==> picture [109 x 16] intentionally omitted <==

It is Snowden‟s opinion that the market in Australia may pay a premium over the technical value for high quality mineral assets (i.e. assets that hold defined resources that are likely to be mined profitably in the short-term or projects that are believed to have the potential to develop into mining operations in the short term even though no resources have been defined). On the other hand exploration tenements that have no defined attributes apart from interesting geology or a „good address‟ may well trade at a discount to technical value. Deciding upon the level of discount or premium is entirely a matter of the Expert‟s professional judgement. This judgement must of course take account of the commodity potential of the tenement, the proximity of an asset to an established processing facility and the size of the land holding.

12.3 SNOWDEN’S VALUATION METHODOLOGY

It is Snowden‟s opinion that no single valuation approach should be used in isolation as each approach has its own strengths and weaknesses. Where practicable, Snowden undertakes its valuations using a combination of valuation techniques in order to help form its opinion.

12.3.1 Mineral Resource estimates

For the valuation of the Mount Peake vanadium, Sandy Hills and Djibutgun silver, lead, zinc Mineral Resources and TNG‟s 20% convertible interest in the Cawse Extended nickel Mineral Resource. Snowden‟s approach is to value these assets by assigning a dollar value to the in-situ metal.

12.3.2 Exploration potential estimate

Having considered the various methods used in the valuation of exploration properties, Snowden is of the opinion that the Kilburn method provides the most appropriate approach to utilise in the technical valuation of the exploration potential of mineral properties on which there are no defined resources. Kilburn, a Canadian mining engineer was concerned about the haphazard way in which exploration tenements were valued. He proposed an approach which essentially requires the valuer to justify the key aspects of the valuation process. The valuer must specify the key aspects of the valuation process and must specify and rank aspects which enhance or downgrade the intrinsic value of each property. The intrinsic value is the base acquisition cost (“BAC”) which is the average cost incurred to acquire a base unit area of mineral tenement and to meet all statutory expenditure commitments for a period of 12 months. Different practitioners use slightly differing approaches to calculate the BAC.

The Kilburn method systematically assesses and grades four key technical attributes of a tenement to arrive at a series of multiplier factors. The multipliers are then applied serially to the BAC of each tenement with the values being multiplied together to establish the overall technical value of each mineral property. A fifth factor, the market factor, is then multiplied by the technical value to arrive at the fair market value. An overview of the factors influencing the current market is summarised in Section 13.12.

The multipliers or ratings and the criteria for rating selection are summarised in Table 12.1 below.

The successful application of this method depends on the selection of appropriate multipliers that reflect the tenement prospectivity. Furthermore, there is the expectation that the outcome reflects the market‟s perception of value, hence the application of the market factor. Snowden is philosophically attracted to the Kilburn type of approach because it endeavours to implement a system that is systematic and defendable. It also takes account of the key factors that can be reasonably considered to impact on the exploration potential. The keystone of the method is the BAC which provides a standard base from which to commence a valuation. The acquisition and holding costs of a tenement for one year provides a reasonable, and importantly, consistent starting point. Presumably when a tenement is pegged for the first time by an explorer the tenement has been judged to be worth at least the acquisition and holding cost.

It has been argued that the Kilburn method is a valuation-by-numbers approach. In Snowden‟s opinion, the strength of the method is that it reveals to the public, in the most open way possible, just how a tenement‟s value was systematically determined. It is an approach that lays out the subjective judgements made by the Expert. In the case of assessing the TNG suite of properties, Snowden has also considered previous exploration expenditure and the value ascribed to various tenements currently under agreements with third parties. In Snowden‟s opinion, the costs for previous exploration can be used as a basis for assessment of mineral asset value.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 67

==> picture [109 x 16] intentionally omitted <==

In arriving at a technical value for the properties, Snowden has taken into consideration the company‟s equity position if the tenements are subject to a farm-in, joint venture or option to purchase arrangement. Snowden has elected to only value tenement applications where it is satisfied that there is no cause to doubt their eventual granting and where there is no pre-existing or related title.

Table 12.1 Kilburn rating criteria (modified by Snowden)

Rating	Offproperty factor	On property factor	Anomaly factor	Geological factor
0.1				Generally
				unfavourable lithology
0.2				Generally unfavourable
				lithology with structures
0.3
				Generally favourable
0.4				lithology (10%-20%)
0.5			Extensive previous	Alluvium covered,
			exploration with	generally favourable
			poor results	lithology (50%)
0.6
0.7
0.8				Generally favourable
				lithology (50%)
0.9
1	No known mineralisation	No known	No targets outlined	Generally favourable
		mineralisation		lithology (70%)
1.5	Minor workings	Minor workings		Generally favourable
				lithology
2	Several old workings	Several old workings	Several well	Generally favourable
			defined targets	lithology with structures
2.5	Abundant workings	Abundant workings
3			Several significant	Generally favourable
			sub-economic	lithology with structures
			intersections	along strike of a major
				mine
3.5	Abundant workings/mines	Abundant
	with significant historical	workings/mines with
	production	significant historical
		production
4
4.5
5	Along strike from major	Major mine with	Several significant
	mine(s)	significant historical	ore grade co-
		production	relatable
			intersections
10	Along strike from world
	class mine(s)

13. VALUATION

13.1 MOUNT PEAKE IRON VANADIUM PROJECT

13.1.1 Mineral Resource

To establish a benchmark market value for in-ground vanadium metal, Snowden has completed a search of the publicly available information on recent market transactions involving vanadium over the preceding eighteen months (Table 13.1). Snowden‟s search is not intended to be a definitive listing of all market transactions in this period, but rather a list of transactions which offer comparability to the Property in terms of reported tonnes, grade or the state of the project as a whole. The level of disclosure and complexity of some of the transactions reviewed, limited Snowden‟s ability to assign meaningful cash equivalent values and these were therefore disregarded for the purpose of this analysis.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 68

==> picture [109 x 16] intentionally omitted <==

Due to the limited number of recent transactions available, Snowden has included the Atlantic Ltd, Windimurra and Prophecy Resources Titan vanadium resource transactions which occurred over the last eighteen months.

Table 13.1 shows two Atlantic Ltd (“Atlantic”) transactions, the April 2010 transaction whereby Atlantic and Mineral Resources Limited (“MRL”) acquired a 90% interest in the Windimurra project from Mid West Vanadium Pty Ltd (“MVPL”) for some US$90 million, which on a 100% basis would value the project at US$100 million, or US$0.056 per lb of contained V2O5. The later transaction of August 2010, saw Atlantic acquire MRL‟s 27.5% interest for AUD$16 million which on a 100% basis is equivalent to US$53.2 million (AUD: USD = 1.0443), or equivalent to US$0.029 per lb of contained V2O5.

The weighted average value of the two Atlantic transactions is equivalent to US$0.049 per lb of contained V2O5 for the Windimurra project, which is approaching production status using current conventional processing technologies.

In the case of the Prophecy Resources Titan project transaction the value of the titanium was ignored and the in-situ value of vanadium only was calculated as US$0.019 per lb of contained V2O5 see Table 13.1. The Titan project contains in resource, approximately 50% of the V2O5 content of Mount Peake, but at a grade of 0.43% which is similar to Atlantic‟s Windimurra project at 0.49%, whereas Mount Peake has an average grade of 0.29%

Table 13.1 Comparable Vanadium Resource Transaction

	Mineral resource Additional lb V2O5 USD $M US $/lb V2O5
Date Acquirer Vendor

5/08/2010 Atlantic Ltd Mid West Vanadium Pty Ltd 8/04/2010 Atlantic Ltd Mineral Resources ltd	176.6 Mt at 0.46% V2O5 No titanium 1,790,441,440 $53.2M 0.030
	176.6 Mt at 0.46% V2O5 No titanium 1,790,441,440 100M 0.056 49.0 Mt at 0.43 % V2O5 14.82 % TiO2 464,382,800 $8.75M 0.019
14/1/2010 Prophecy Resources Randsburg

The value determined in US $ per in-situ lb vanadium in recent comparable transactions lies within a range of US$ 0.019 to US$ 0.056 per lb.

The Mount Peake vanadium Mineral Resource is a low grade inferred resource and dependent upon the development of the new TIVAN™ hydrometallurgical process which is so far untested at a production scale. Snowden has therefore discounted the expected in-situ V2O5 content of Mount Peake by 50% for the purpose of comparison with the Windimurra and Titan operations.

Discounting the contained vanadium content is predicated upon the logic that if the TIVAN™ process works as expected the value of Mount Peake would be comparable with Atlantic‟s Windimurra project as the undiscounted Mount Peake resource is about 50% of the size of Windimurra in terms of contained V2O5.

At the lower end of valuation range spectrum, although the Titan project has a 45% higher grade than Mount Peake the undiscounted V2O5 in resource at Mount Peake is approximately 191% of that contained in the Titan resource at the time of the relevant transaction. Therefore discounting the contained vanadium content of Mount Peake maintains comparability with the Titan project in terms of vanadium value.

Mount Peake has in addition to vanadium some potential for titanium credits, and although unproven at the scale and throughput of operation required, the TIVAN™ process is reported to be delivering promising results at a laboratory bench scale. Snowden therefore consider it appropriate to estimate the value of the Mount Peake resource in a range between US$0.019 per lb of contained V2O5 and US$0.049 per lb of contained V2O5, that being the range defined by comparable transactions of the Prophecy Titan project and the weighted average price of the Atlantic Windimurra transactions on a per lb of contained V2O5 basis. Snowden elect to nominate a preferred value of US$0.03 per lb of contained V2O5. as in its opinion US$0.03 per lb of contained V2O5 is representative of both a reasonable point between the limits of the range it considers the comparable transactions define, and equivalent to the price which Atlantic bought up MRL‟s minority interest in Windimurra a price which does not of reflect any control premia for acquisition see, Table 13.2.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 69

==> picture [109 x 16] intentionally omitted <==

Table 13.2 Estimated Market value of Mount Peake Vanadium Resource

				Lower	Upper	Estimated Market Value US $	Estimated Market Value US $	Estimated Market Value US $
Inferred Resource estimate		Contained lb V2O5	Discounted lb V2O5	US$ lb V2O5	US$ lb V2O5	Lower	Upper	Preferred
139.1Mt @ 0.29% V2O5	5.34% TiO2, 23.66% Fe	887,458,000	443,729,000	0.019	0.049	$8,430,851	$21,742,721	$13,311,870

On this basis Snowden estimate the value of the Mount Peake vanadium Mineral Resource asset to fall within a range of; US$8.4 million to US$21.7 million with a preferred value of US$13.3 million. The updated resource estimate of October 2011 is not considered to materially affect this mineral asset valuation.

The Australian Dollar to US Dollar exchange rate at the valuation date was approximately 104 US cents to the Australian Dollar thereby implying the value of the Mount Peake Vanadium Mineral Resource to fall within a range of; $8.07 million to $20.82 million with a preferred value of $12.75 million Australian dollars.

13.1.2 Exploration potential

The value of the exploration potential for the Mount Peake project has been determined using the geo-scientific method as detailed in section 12.3.2 above. The tabulation for the geo-scientific Kilburn valuation method applied is presented in Table 13.3.

Table 13.3 Value of Mount Peake Exploration Potential

				Mount Peake	Mount Peake									Estimated Fair Market Value	Estimated Fair Market Value	Estimated Fair Market Value	Range
Lease	Area	Unit	BAC	Share	Off Property		On Property		Anomaly		Geology			Lower	Upper	Preferred
EL 23074	51	blk	$ 62,424	100%	2	2.5	1.5	2	3	5	1.5	2.5	$	842,720	$ 3,901,500	$	2,372,110
EL 23271	29	blk	$ 35,496	100%	1.5 2		1.5	2	1.5	2	1.5	2	$	179,700	$ 567,940	$	373,820
EL 27069	75	blk	$ 91,800	100%	2	2.5	2	2.5	2	2.5	1.5	2.5	$	1,101,600	$ 3,585,940	$	2,343,770
EL 27070	27	blk	$ 33,048	100%	1	1.5	1	1.5	1	1.5	0.8	1	$	26,440	$ 111,540	$	68,990
EL 27706	177	blk	$216,648	100%	1	1.5	1	1.5	1	1.5	0.8	1	$	173,320	$ 731,190	$	452,260
EL 27787	42	blk	$ 51,408	100%	1	1.5	1	1	1	1.5	0.8	1	$	41,130	$ 115,670	$	78,400
EL 27941	201	blk	$246,024	100%	1.5 2		1.5	2	1.5	2	1.5	2	$	1,245,500	$ 3,936,380	$	2,590,940
EL 28491	201	blk	$246,024	100%	0.5 1		0.5	1	0.25	0.5	0.1	0.5	$	1,540	$ 61,510	$	31,530
MLA 28341	358	ha	$ 55,490	100%	0	0	0	0	0	0	0	0	$	0	$ 0	$	0
													$	3,611,950	$ 13,011,670	$	8,311,820

Snowden identified a single green fields vanadium exploration property transaction to compare against its geo-scientific (Kilburn) method valuation of the Mount Peake exploration potential.

In September 2008 Australian Vanadium Corporation Pty Ltd (“AVC”) acquired 400 km² of ground encompassing 14 km of strike extension associated with magnetically responsive units associated with the Barrambie vanadium deposit. Under the terms of the deal AVC acquired the properties from Prime Minerals Limited for $1 million in cash and 2 million ordinary shares in Reed Resources Ltd, the vendor also received a 20% free carry to completion of a Bankable Feasibility Study and a 2% Net Smelter Return on production. This equates to a value of approximately US$4,972.50 per km². On this basis the Mount Peake exploration holding (excluding the Mount Peake resource) would have a comparative value of 2,640.9 km² at US$ 4,972.50 per km² equating to US$13,131,875.25, using the AUD : USD exchange rate of 1.0443 US dollars to the Australian dollar effective on the valuation date this equates to $12.58 million Australian dollars.

Snowden consider the value determined from this single transaction comparison to be supportive of its estimate of the upper range of value of the exploration potential but maintains its preferred value of $8.31 million as defined by the geo-scientific Kilburn method.

Snowden estimate the value of the Mount Peake Project to be as follows: (Table 13.4).

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 70

==> picture [109 x 16] intentionally omitted <==

Table 13.4 Market Value Mount Peake Project

Mount Peake Project	Estimated Value	Estimated Value	Estimated Value
TNG 100%	Lower	Upper	Preferred
Mineral Resource	$8.07 million	$20.82 million	$12.75 million
Exploration Potential	$3.61 million	$13.01 million	$8.31 million
Total	$11.68 million	$33.83 million	$21.06 million

Snowden consider the value of the Mount Peake project to lie within a range of value between $11.68 million to $33.83 million with a preferred value of $21.06 million.

13.2 MANBARRUM ZINC LEAD SILVER PROJECT

13.2.1 Mineral Resource

To establish a benchmark market value for in-ground metal, Snowden has completed a search of the publicly available information on recent market transactions involving zinc, lead and silver over the preceding two to three years Table 13.5. Due to the limited number of transactions involving zinc and silver, in particular projects with comparable grade characteristics, Snowden has included both the Citronen zinc, lead project in Greenland and the Rosario Sinaloa project in Mexico.

Snowden‟s search is not intended to be a definitive listing of all market transactions in this period, but rather a list of transactions which offer comparability to the Property in terms of reported tonnes, grade or the state of the project as a whole Table 13.5.

Table 13.5 Comparable Zinc, Silver, Lead Transactions

				100% Basis	$US
Project Name	Aquirer	Vendor	Date	$ US M	Zn Eq tonne
Silvertip project	SilverCorp	Silver Standard	Mar-10	14.00	20.34
Rosario, Sinaloa Mexico	Silvermex Resources	Aurcana De Mexico Sa De Cv	Dec-09	0.74	22.53
Platosa Property	Excellon Resources	Golden Minerals Company	Nov-09	4.08	19.62
Citronen Zn-Pb Ni Greenland	Nyrstar NV	Ironbark Gold Ltd	Sep-09	26.30	5.40
Lennard Shelf Project	Northwest Mining & Geology Group Co	Meridian Minerals Ltd	Jul-09	19.10	19.36
Lennard Shelf Project Area	Meridian Minerals Ltd	Xtrata Zinc/Teck Cominco JV	Apr-09	3.90	8.04
Perilya Limited (Broken Hill, Mount Oxide)	Shenzhen Zhongjin Lingnan Nonfemet Co Ltd	Perilya Limited	Dec-08	60.10	16.15
Average					15.92

The value determined in US $ per in-situ tonne zinc in recent comparable transactions lies within a range of US$ 5.40 to US$ 22.53 per tonne zinc.

The Sandy Hills and Djibitgun Mineral Resources are relatively low grade and have been associated with some recovery issues related to both the presence of carbonate and their fine grained nature. These issues are not uncommon in Australian base metal projects and over the years much advancement has been made in Pb and Zn recovery technology.

The value determined in $US per in-situ tonne zinc equivalent (“eq”) resources in recent comparable transactions lies within a range of $US 5.40 and $US22.53 per Zn eq tonne. However few of the deposits within the transaction data set have similarities to Sandy Hills and Djibitgun, those with values in the lower end are predominantly exploration plays which lack the frequency of identified deposits that occurs in the Manbarrum leases. Those at the higher end of value per zinc equivalent tonne tend to be associated with known or historic production centres. Snowden considers that Perilya Shenzhen Zhongiin Lingan Nonfemet Co Ltd transaction and Ironbark Gold Nystar transaction (Table 13.5) to best define the comparable range and the Meridian Minerals, Xstrata Zinc, Teck Cominco transactions to best define the closest comparable transaction Table 13.6.

On this basis the Sandy Hills and Djibitgun Mineral Resources have an implied value as follows:

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 71

==> picture [109 x 16] intentionally omitted <==

Table 13.6 Zinc Equivalent Comparable Transactions

Project	Mineral resource	Contained	Low	High	$US
		Zn eq tonne	$US 5.40	$US 16.15	Preferred
Sandy Hills	24,381,000 at 1.81%Zn, 0.45% Pb, 4.57 g/t Ag	629,849	$3,401,185	$10,172,063	$5,063,987
Djibitgun Ag Zn Pb	6.72Mt at 14.0 g/t Ag, 1.8% Zn, 0.6%Pb	222,913	$1,203,731	$3,600,047	$1,792,221
Djibitgun Ag (Zn)	6.32Mt at 19.8 g/t Ag	76,919	$415,365	$1,242,249	$618,432
Djibitgun Total	Zinc equivalent tonnes	299,833	$1,619,096	$4,842,296	$2,410,654
Manbarrum Resources			$5,020,281	$15,014,359	$7,474,641

The Australian Dollar to US Dollar exchange rate at the valuation date was approximately 104 US cents to the Australian Dollar thereby implying the value of the Manbarrum Mineral Resource to fall within a range of, $4.81 million to $14.38 million with a preferred value of $7.16 million Australian dollars.

13.2.2 Exploration Potential

The value of the exploration potential for the Manbarrum project has been determined using the geo-scientific method as detailed in Section 12.3.2 above. The tabulation for the geo-scientific Kilburn valuation method applied is presented in Table 13.7.

Table 13.7 Value of Manburrum Project Exploration Potential

				Manbarrum	Manbarrum								Estimated Fair Market Value	Estimated Fair Market Value	Estimated Fair Market Value	Range
Lease	Area	Unit	BAC	Share	Off Property	On Property		Anomaly		Geology			Lower	Upper	Preferred
ML(A)2735	204	ha	$ 31,620	100%	0 0	0	0	0	0	0	0		0	0		0
EL24395	60	blk	$ 73,440	100%	2 2.5	2	2.5	3	4	2.5	3	$	2,203,200	$ 5,508,000	$	3,855,600
EL2470	60	blk	$ 73,440	100%	1 1.5	1	1.5	1	1.5	0.9	1	$	66,100	$ 247,860	$	156,980
EL25646	39	blk	$ 47,736	100%	1 1.5	1	1.5	1	1.5	0.9	1	$	42,960	$ 161,110	$	102,040
A 24518	16.85	km2	$ 16,698	100%	2 2.5	2	2.5	3	4	2.5	3	$	500,950	$ 1,252,380	$	876,670
A 26581	14.65	km2	$ 14,518	100%	1.5 2.5	2	2.5	2	3	1.5	2	$	130,660	$ 544,430	$	337,550
EL 80/3772	402	blk	$398,382	100%	1.5 2.5	1	1.5	1	1.5	1	1.5	$	597,570	$ 3,361,350	$	1,979,460
EL 80/3816	224	blk	$221,984	100%	1 1.5	1	1.5	1	1.5	0.5	1	$	110,990	$ 749,200	$	430,100
												$	3,652,430	$11,824,330	$	7,738,400

Snowden estimate the value of the Manbarrum Project to be (see Table 13.8).

Table 13.8 Market Value Manbarrum Project

Manbarrum Project	Estimated Value	Estimated Value	Estimated Value
TNG 100%	Lower	Upper	Preferred
Mineral Resource	$4.81 million	$14.38 million	$7.16 million
Exploration Potential	$3.65 million	$11.82 million	$7.74 million
Total	$8.46 million	$26.20 million	$14.90 million

13.3 MCARTHUR RIVER COPPER PROJECT NT

13.3.1 Exploration Potential

The value of the exploration potential for the McArthur River project has been determined using the geo-scientific method as detailed in section 12.3.2 above. The tabulation for the geo-scientific Kilburn valuation method applied is presented in Table 13.9.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 72

==> picture [109 x 16] intentionally omitted <==

Table 13.9 Value of McArthur River Project Exploration Potential

				McArthur River	McArthur River									Estimated Fair Market Value	Estimated Fair Market Value	Estimated Fair Market Value	Estimated Fair Market Value	Range
Lease	Area	Unit	BAC	Share	Off Property		On Property		Anomaly		Geology			Lower		Upper	Preferred
EL 27711	52	blk	$ 63,649	100%	1	1.5	1.5	2	2	2.5	1	2	$	190,940	$	954,720	$	572,830
EL 28503	70	blk	$ 85,680	100%	1	1.5	1	1.5	1	1.5	1	1.5	$	85,680	$	433,760	$	259,720
ELA 28509	9	blk	$ 11,016	100%	1.5	2.5	2.5	3.5	2	3	2	2.5	$	82,620	$	361,470	$	222,050
													$	359,240	$	1,749,950	$	1,054,600

Snowden estimate the value of the McArthur River Project to be (see Table 13.10).

Table 13.10 Market Value McArthur River Project

McArthur River Project	Estimated Value	Estimated Value	Estimated Value
TNG 100%	Lower	Upper	Preferred
Exploration Potential	$0.36 million	$1.75 million	$1.06 million

To confirm Snowden‟s valuation of the exploration potential by the Kilburn method, a search for recent publicly available market transactions involving comparable copper exploration projects was conducted. The comparable transactions identified by Snowden over the past two years are presented in Table 13.11 display a wide difference in value per unit area.

Table 13.11 Copper Exploration Transactions

Project Name	Aquirer	Vendor	Date	Purchase Price 100% AUD $M	Area	$ per km2
Mojo Minerals	Cape Lambert	Mojo Minerals	27/08/09	$1,751,200	5000km	$350.24
Windy Knob	Emu Nickel NL	Aspire Mining	3/12/2009	$588,235	150km	$3,921

The Mojo minerals transaction is the most comparable in terms of geology and prospectivity however the very large landholding of 5,000 km² disproportionately influences the price on a per km² basis. The McArthur River property has an area of 429.94 km² about 8.6% of that in the Mojo minerals transaction.

The Emu nickel transaction is driven by the fact that the Austin volcanogenic massive sulphide deposit is believed to plunge beneath the tenement and whilst not directly comparable to the style of geology to be found at McArthur River gives some indication of the value of good copper prospectivity in relatively under explored ground.

Copper projects with known resources tend to transact in the range of tens of thousands of dollars per km². In the case of more green fields exploration potential such as at McArthur River Snowden consider it is appropriate to allow for a dollar per km² value in a range of $350 to $4,000 this being the range defined by the Mojo Minerals and Emu Nickel NL transaction. In the absence of a more directly comparable transaction Snowden consider the McArthur River project to have a preferred value of approximately $2,000 per km².

Table 13.12 Estimated Range of Value for McArthur River EL’s implied by Comparable Transactions

Comparable Transaction basis	Lower	Upper	Preferred
	$0.15 million	$1.72 million	$0.86 million

Snowden consider that the range suggested by the comparable transactions is supportive of the value it derived using the geo-scientific Kilburn method of valuation which resulted in an implied cash-equivalent value of $1.06 million within a range of $0.36 million to $1.75 million. As compared to an estimate derived from comparative transactions for the 429.94 km² of exploration leases at McArthur River which fell within a range of $0.15 million to $1.72 million.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 73

==> picture [109 x 16] intentionally omitted <==

13.4 EAST ARNHEM LAND PROJECT

The value of the exploration potential for the East Arhnem land project has been determined using the geo-scientific method as detailed in section 12.3.2 above. The tabulation for the geo-scientific Kilburn valuation method applied is presented in Table 13.13.

Table 13.13 Value of East Arhnem Land Project Exploration Potential

				East Arhnem Land	East Arhnem Land									Estimated Fair	Estimated Fair	Market Value	Market Value	Range
Lease	Area	Unit	BAC	Share	Off Property		On Property		Anomaly		Geology			Lower		Upper	Preferred
EL 28215	6	blk	$ 7344	100%	1	1.5	1	1.5	0.8	1	0.8	1.5	$	2,350	$	12,400	$	7,380
EL 28219	9	blk	$ 11016	100%	1	1.5	1	1.5	0.8	1	0.8	1.5	$	6,700	$	35,320	$	21,010
													$	9,050	$	47,720	$	28,390

Snowden estimate the value of the East Arnhem Land Project to be (see Table 13.14).

Table 13.14 Market Value East Arnhem Land Project

East Arhnem Land Project	Estimated Value	Estimated Value	Estimated Value
TNG 100%	Lower	Upper	Preferred
Exploration Potential	$0.01 million	$0.05 million	$0.03 million

To confirm Snowden‟s valuation of the exploration potential by the Kilburn method, a search for recent publicly available market transactions involving comparable iron (haematite) exploration projects was undertaken. Comparable transactions identified by Snowden over the past three years, along with the implied cash-equivalent values, are summarised in Appendix A at the end of this report. The average value per square kilometre (“km²”) for green field iron exploration projects over the last 3 years fall within a range of $275 to $1,386 per km² with an average value of $890 km².

The area under exploration lease or application in the East Arnhem Land project is 49.83 km². This would imply on a comparable transaction basis a value of approximately $44,000. In this case Snowden prefers its valuation derived by the geo-scientific Kilburn method as this allows for a discount to cover the conflicting disputed Aboriginal land claims which cover the entirety of lease EL28218 whereas the comparable transaction method does not allow for this material fact.

Table 13.15 Comparable Transaction Estimate of Value

East Arhnem Land Project	Estimated Value	Estimated Value	Estimated Value
TNG 100%	Lower	Upper	Preferred
Comparable Transaction basis	$0.01 million	$0.07 million	$0.04 million

Snowden consider the comparable transactions in Table 13.15 to indicate support of the valuation range it has derived by the geo-scientific Kilburn method.

13.5 PETERMANNS PROJECT (NT)

The value of the exploration potential for the Petermanns project has been determined using the geoscientific method as detailed in section 12.3.2 above. The tabulation for the geo-scientific Kilburn valuation method applied is presented in Table 13.16.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 74

==> picture [109 x 16] intentionally omitted <==

Table 13.16 Value of Petermanns Project Exploration Potential

				Petermanns	Petermanns									Estimated Fair Market Value	Estimated Fair Market Value	Estimated Fair Market Value	Estimated Fair Market Value	Range
Lease	Area	Unit	BAC	Share	Off Property		On Property		Anomaly		Geology			Lower		Upper		Preferred
ELA 25562	304	blk	$ 372,096	100%	1	1	1	1	1	1	1	1.5	$	186,050	$	279,070	$	232,560
ELA 25564	500	blk	$ 612,000	100%	1	1	1	1	1	1	1	1.5	$	306,000	$	459,000	$	382,500
ELA 26382	131	blk	$ 160,344	100%	1	1	1	1	1	1	1	1.5	$	80,170	$	120,260	$	100,220
ELA 26383	419	blk	$ 512,856	100%	1	1	1	1	1	1	1	1.5	$	256,430	$	384,640	$	320,540
ELA 26384	294	blk	$ 359,856	100%	1	1	1	1	1	1	1	1.5	$	179,930	$	269,890	$	224,910
													$	1,008,580	$	1,512,860	$	1,260,730

The lease tenure under the Petermanns project is in the form of applications, and the exploration potential for base metals, copper, gold and uranium is not well established. The geoscientific Kilburn method allows for this as it assigns a value at the base acquisition cost and allows a factor for generally good geological prospectivity. Furthermore the Kilburn methodology also allows for the fact that the tenure is in the form of applications on Aboriginal land where the landowners have a right of veto and there is no guarantee the leases will be granted. There are no comparable transactions available to compare against the Kilburn methodology as the tenements are largely unexplored and prospectivity is of a general unspecified nature.

Table 13.17 Market Value Petermanns Project

Petermanns Project	Estimated Value	Estimated Value	Estimated Value
TNG 100%	Lower	Upper	Preferred
Exploration Potential	$1.00 million	$1.51 million	$1.26 million

13.6 CAWSE EXTENDED NICKEL PROJECT (WA)

To establish a benchmark market value for in-ground metal, Snowden has completed a search of the publicly available information on recent market transactions involving lateritic nickel over the preceding three years (appendix 1). TNG have a 20% convertible interest in the Cawse Extended project, which can be valued as a 20% interest in the value of the resource as established by comparable lateritic nickel transactions. The convertible interest may also be expressed as a Net Smelter Return (“NSR”) form of royalty if and when production recommences. As the project is on indefinite care and maintenance Snowden have elected to value the interest at 20% of the resource value.

Table 13.18 Comparable Transactions Cawse

Project Name	Aquirer	Vendor	Date	Resources	Contained Ni tonnes	Price on 100% basis	$ per tonne Ni+Co
Greenvale Nickel Mine	Greenvale Operations Pty Ltd	Straits Resources Ltd and Resource Mining Corp	21/12/09	Inferred and Indic Res 38Mt @ 0.80% Ni, 0.05% Co	304,000	$1,467,070	$4.16
Ravensthorpe Nickel	First Quantum Minerals Ltd.	BHP Minerals	12/09/09	28,000 tpa life of mine of 32 years.	896,000	$338,800,000	$311.64
Waite Kauri North	Proto Resources & Investments Ltd	Warwick Resources Limited	18/03/09	Inferred Resource of 3.9 Mt at 1.04% Ni, 0.04% Co,	40,560	$79,161.60	$1.66
						Avg	$105.82
Cawse Extended				Measured + Indicated 19.4 Mt at 0.75% Ni 0.03 % Co	144,396
					Low	High	Preferred
Cawse
Extended					$239,697	$44,999,569	$22,619,633
100% Interest
Cawse Extended				20% Convertible Interest	$47,939	$8,999,914	$4,523,927

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 75

==> picture [109 x 16] intentionally omitted <==

As in section 13.1.1 above Snowden‟s search is not intended to be a definitive listing of all market transactions in this period, but rather a list of transactions which offer comparability to the property in terms of reported tonnes, grade or the state of the project as a whole (Table 13.19).

The price of an in-situ tonne of nickel equivalent (“Ni eq”) metal in recent comparable transactions lies within a range of $1.66 and $312 per Ni eq tonne. On this basis a 20% convertible interest in the Cawse Extended nickel Mineral Resources has an implied value within a range, $0.05 million to $9.00 million with a preferred value of $4.52 million

The Cawse Extended nickel project has negligible exploration potential remaining and any value it may still retain in Snowden‟s opinion is not material to the value of the asset.

Table 13.19 Market Value Cawse Extended Nickel Project

Cawse Extended Ni Project	Estimated Value	Estimated Value	Estimated Value
TNG 20%	Lower	Upper	Preferred
Mineral Resource	$0.05 million	$9.00 million	$4.52 million

13.6.1 Previous Valuations

A previous independent valuation was prepared by Continental Resource Management Pty Ltd (CRM) in August 2010. Based on Measured and Indicated Resources the potential royalty varied between a minimum of A$0.50 and maximum of $0.90 per wet tonne. Table 13.20 shows the Cawse Extended valuation by CRM in August 2010. The Indicated Resources were discounted to 25% of the value.

Table 13.20 Cawse Extended CRM Valuation, August 2010

	Resources	Minimum	Maximum	Average	Conversion	Value
	Mt	A$M	A$M	A$M	%	A$M
Measured	3.1	1.546	2.782	2.164	100	2.164
Indicated	16.3	8.138	14.648	11.393	25	2.848
Total	19.4					5.012

CRM indicated a preferred value of Cawse Extended in August 2010 at A$5.0 million. Since August 2010 the nickel price rose to about US$13/lb in February 2011 but has fallen back to a similar price of about US$10/lb.

The previous independent valuation by CRM gave TNG the confidence in the carrying value of Cawse Extended as $1.253 million at 31 December 2010.

13.7 MELVILLE ISLAND PROJECT

The value of the exploration potential for the Melville Island project has been determined using the geo-scientific method as detailed in section 12.3.2 above. The tabulation for the geo-scientific Kilburn valuation method applied is presented in Table 13.21.

Table 13.21 Value of Melville Island Project Exploration Potential

					Melville Island	Melville Island							Estimated Fair Market Value Range	Estimated Fair Market Value Range	Estimated Fair Market Value Range
Lease	Area	Unit		BAC	Share	Off Property	On Property		Anomaly		Geology		Lower	Upper	Preferred
ELA 28617	414	blk	$	506,736	100%	1 1.5	1	1.5	1.5	2	1.5	2.5	$ 456,060	$ 1,824,250	$ 1,140,160
													$ 456,060	$ 1,824,250	$ 1,140,160

The lease tenure under the Melville Island project is in the form of an application on Aboriginal land where the landowners have a right of veto and there is no guarantee the leases will be granted. There are no comparable transactions available as although bauxite is known to occur on the island and throughout the region the tenements are largely unexplored and prospectivity is of a general nature.

Table 13.22 Market Value Melville Island Project

Melville Island Project TNG 20%	Estimated Value Lower	Estimated Value Upper	Estimated Value Preferred
Exploration Potential	$0.46 million	$1.82 million	$1.14 million

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 76

==> picture [109 x 16] intentionally omitted <==

13.8 ROVER PROJECT

The value of the exploration potential for the Rover project has been determined using the geo-scientific method as detailed in section 12.3.2 above. The tabulation for the geo-scientific Kilburn valuation method applied is presented in Table 13.23.

Table 13.23 Value of Rover Project Exploration Potential

					Rover										Estimated Fair	Estimated Fair	Market Value	Market Value	Range
Lease	Area	Unit		BAC	Share	Off Property		On Property		Anomaly		Geology			Lower		Upper	Preferred
MLC 647	0.08	ha	$	12	20%	1	1.5	1	1.5	1	2	1	1.5	$	0	$	0	$	0
EL 24471	95	blk	$	116,280	20%	1	2	1	1.5	1	2	1	1.5	$	23,260	$	209,300	$	116,280
EL 25581	175	blk	$	214,200	20%	1	2.5	1	1.5	1	2	1	1.5	$	42,840	$	481,950	$	262,400
ELA 24260	143	blk	$	175,032	20%	1	1.5	1	1.5	1	2	0.8	1	$	5,600	$	31,510	$	18,550
ELA 25582	374	blk	$	457,776	20%	1	1.5	1	1.5	1	2	0.8	1	$	14,650	$	82,400	$	48,520
ELA 25587	76	blk	$	93,024	20%	1	1.5	1	1.5	1	2	0.8	1	$	7,440	$	41,860	$	24,650
														$	93,790	$	847,020	$	470,400

Table 13.24 Market Value Rover Project

Rover Project TNG 20%	Estimated Value Lower	Estimated Value Upper	Estimated Value Preferred
Exploration Potential	$0.09 million	$0.85 million	$0.47 million

Western Desert Resources (“WDR”) have farm in agreement with TCG, a wholly owned subsidiary of TNG, over two granted exploration licenses (EL24471 and EL25581). The agreement requires WDR to spend $500,000 to earn a 51% interest in the tenements. After earning a 51% interest in the project WDR may exercise an option to spend an additional $850,000 over 30 months to earn a further 29% share for a total 80% interest in the tenements.

This farm in agreement implies a value range of between $0.34 million and $0.94 million for the Rover project assuming that WDR execute one of its options in full. This value range is considered by Snowden to support its estimate of value for the Rover project which was derived using the geo-scientific Kilburn method.

13.9 MCTAVISH PROJECT (WA)

In August 1995 Hallmark Exploration (changed to Enigma in 2007) initially owned 30% of the McTavish tenements. This was diluted to 10.1% in September 2000. On 26 November 2003 Enigma withdrew from the joint venture to retain a gross royalty of 3%.

In light of the difficulty in valuing a free carried royalty when there is no production, Snowden elected to value the project (30%) using the Kilburn method. This gave a range from A$20,550 to A$184,860 with a preferred value of A$102,710 (Table 13.25 and Table 13.26).

Table 13.25 McTavish Project Valuation (30%)

McTavish Project
Lease Area BAC Share Off property On property Anomaly Geology
	Lower Upper Preferred

M 40/119 154 ha $ 17,094 30% 1 2 1 1.5 1 1.5 1 2	$ 5,130 $ 46,150 $ 25,640
M 40/157 30 ha $ 3,330 30% 1 2 1 1.5 1 1.5 1 2	$ 5,130 $ 46,150 $ 25,640
M 40/77 120 ha $ 13,320 30% 1 2 1 1.5 1 1.5 1 2	$ 4,000 $ 35,960 $ 19,980
P 40/1193 171 ha $ 7,182 30% 1 2 1 1.5 1 1.5 1 2	$ 4,000 $ 35,960 $ 19,980
P 40/1194 182 ha $ 7,644 30% 1 2 1 1.5 1 1.5 1 2	$ 2,290 $ 20,640 $ 11,470
	$20,550 $ 184,860 $ 102,710

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 77

==> picture [109 x 16] intentionally omitted <==

Table 13.26 Market Value McTavish Project

Rover Project TNG 20%	Estimated Value Lower	Estimated Value Upper	Estimated Value Preferred
Exploration Potential	$0.02 million	$0.19 million	$0.10 million

13.10 KINTORE EAST PROJECT

On 21 April 2010 TNG received confirmation of the dilution of the ownership of Kintore East to 20% and agreed to move to retaining a 2% royalty and free carried interest in these gold tenements. In light of the difficulty in valuing a free carried royalty when there is no production, Snowden elected to value the project (20%) using the Kilburn method. This gave a range from A$7,200 to A$64,740 with a preferred value of A$35,980 (Table 13.27).

Table 13.27 Kintore East Project Valuation (20%)

									Kintore East	Kintore East
Lease	Area			BAC	Share	Off property		On property		Anomaly		Geology		Lower		Upper		Preferred
P16/2370	182	ha	$	7,644	20%	1	2	1	1.5	1	1.5	1	2	$	1,530	$	13,760	$	7,650
P16/2371	118	ha	$	4,956	20%	1	2	1	1.5	1	1.5	1	2	$	990	$	8,920	$	4,960
P16/2372	146	ha	$	6,132	20%	1	2	1	1.5	1	1.5	1	2	$	1,230	$	11,040	$	6,140
P16/2373	121	ha	$	5,082	20%	1	2	1	1.5	1	1.5	1	2	$	1,020	$	9,150	$	50,900
P16/2374	200	ha	$	8,400	20%	1	2	1	1.5	1	1.5	1	2	$	1,680	$	15,120	$	8,400
														$	6,450	$	57,990	$	32,240

Table 13.28 Market Value Kintore East Project

Rover Project TNG 20%	Estimated Value Lower	Estimated Value Upper	Estimated Value Preferred
Exploration Potential	$0.01 million	$0.06 million	$0.03 million

13.11 VALUATION SUMMARY

	Estimated Value Lower Estimated Value Upper Estimated Value Preferred
Project Interest

Mount Peake Project TNG 100%	$11.68million $33.83 million $21.06 million
Manbarrum Project TNG 100%	$8.46 million $26.20 million $14.90 million
McArthur River Project TNG 100%	$0.36 million $1.75 million $1.06 million
East Arnhem Land Project TNG 100%	$0.01million $0.05 million $0.03 million
Petermanns Project TNG 100%	$1.00 million $1.51 million $1.26 million
Cawse Extended Ni Project TNG 20%	$0.05million $9.00 million $4.52 million
Melville Island Project TNG 100%	$0.46 million $1.82 million $1.14 million
Rover Project TNG 20%	$0.09 million $0.85 million $0.47 million
McTavish TNG 30%	$0.02 million $0.19 million $0.10 million
Kintore East TNG 20%	$0.01 million $0.06 million $0.03 million
Total	$22.14 million $75.26 million $44.57 million

13.12 MARKET VALUE

In arriving at a market value for the Property, Snowden has considered the current market for resource and exploration properties in Australia and is of the opinion that it is not appropriate to apply a market premium or discount to the derived technical value for the Property under consideration.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 78

==> picture [109 x 16] intentionally omitted <==

14. DECLARATIONS BY SNOWDEN

14.1 INDEPENDENCE

Snowden is an independent firm, which provides specialist mining industry consultancy services in the fields of geology, exploration, resource estimation, mining engineering, geotechnical engineering, risk assessment, mining information technology and mineral asset valuation. The company, which operates from offices in Perth, Brisbane, Johannesburg, Vancouver, London and Belo Horizonte, has prepared numerous independent expert‟s reports and mineral asset valuations on a variety of mineral commodities in many countries.

Neither Snowden nor those involved in the preparation of this report have any material interest in any of the companies or mineral assets considered in this report. Snowden is remunerated for this report by way of a professional fee determined according to a standard schedule of rates, which is not contingent on the outcome of this report

14.2 QUALIFICATION

The Snowden team responsible for the preparation on this Valuation are Mt Trevor Bradley (Principal Consultant and Divisional Manager – Corporate Services) who was the principle author. Mr Terry Parker (Principle Consultant –Corporate Services). Mr Craig Morley (CEO Snowden ) reviewed the report to ensure it complies with the guidelines as laid down by both the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Experts Reports (Valmin 2005) and The Australasian Code for Reporting of Exploration results, Mineral resources and Ore Reserves (JORC 2004).

Trevor Bradley

Divisional Manager Corporate Services

LLM (Distinction) - CEPMLP, University of Dundee. UK. B(app) Sc.(Hons) - University of Technology. Sydney. M.A.I.G.

==> picture [103 x 138] intentionally omitted <==

Trevor is a geologist with more than 20 years of international mining experience in the area of mine development, geology, exploration, resource definition, and operations.

He holds a Masters Degree with Distinction in Natural Resource Law and Policy from the Centre for Energy, Petroleum, Mineral Law and Policy in the United Kingdom and has worked extensively throughout Western Australia, Indonesia and Mongolia for companies such as KCGM, Rio Tinto, Dominion, Aurora Gold and Centerra Gold.

As a corporate consultant he is involved in independent technical reviews, audits and valuations of mining and exploration assets.

Terry Parker Principal Consultant BSc (Hons) Geology, Diploma Surface Mining (WA), MBA, FAusIMM, CPGeo

==> picture [103 x 154] intentionally omitted <==

Terry has 41 years experience as a geologist working in Africa, the Middle East and Australia, involved in exploration and mining for gold, copper, nickel, bauxite and industrial minerals. He has a Diploma in Surface Mining (Quarry Manager, WA) and has been a mine manager in WA for ten years. Terry has an MBA specialising in mineral economics. He has consulted to the mining industry worldwide for 15 years, including five years for Snowden in Perth (1995 to 1999), two years for Snowden in Johannesburg, South Africa (2008-2010) and eight years for industrial minerals (2000-2008). He has consulted on a wide range of commodities and participated in numerous technical audits for mineral resources and mineral reserves (surface mining). He has also worked on several valuations and competent persons reports.

Terry returned to work for Snowden in Western Australia (Perth) in July 2010 based in the Corporate Division.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 79

==> picture [109 x 16] intentionally omitted <==

Craig Morley

Chief Executive Officer BSc (Hons) Macquarie University, 1986, MBA Deakin University, 1999, Fellow, Australian Institute of Mining & Metallurgy (AusIMM), Chartered Practicing Geologist (AusIMM), Member, Geological Society of Australia (GSA)

==> picture [94 x 149] intentionally omitted <==

Craig has a geological background with mining experience underground on Australia‟s Golden Mile in Kalgoorlie as well as in a number of senior positions across Australian Underground and Open Pit operations.

Since joining Snowden in 1997 Craig has consulted on mining and exploration projects throughout Australia, Africa, India, Papua New Guinea, Indonesia, South America, and Canada. His experience ranges from project valuation to mining software systems and reconciliation, across a wide range of commodities.

Craig is the CEO of Snowden Mining Industry Consultants and leads a multidisciplinary team with offices in Australia, South Africa, Canada, Brazil and the UK while also continuing to consult on projects whenever he gets the opportunity.

15. BIBLIOGRAPHY

Aberfoyle Resources Ltd. (CR1997-0418).

Bennett, E.M., 1971. Prospecting Authority No. 3246. “Top Springs” Final Report. Carpentaria

Crase, N.J., 1982. Final Report on EL 2423, Mallapunyah, N.T. Shell Company of Australia Limited, Minerals Division (CR1982-0148).

Crucible Resources Pty Ltd, 2010, McTavish project, Annual report, Mining Lease 40/119 and 157, Western Australia, Group Reporting No C463/1994. Period 1 January 2009 to 31 December 2009. Exploration Company Pty Ltd. (CR1971-0101).

Davidson, G.J., 1984. Annual Report on Exploration License 2719 for the period 16 February 1983 to 15 February 1984. Unpublished report for Geopeko Ltd. NTGS Open File report CR1984/68.

Donnellan, N., Morrison, R.S., Hussey, K.J., Ferenczi, P.A. and Kruse, P.D., 1999. Tennant Creek, Northern Territory 1:250,000 Geological Map Series. Northern Territory Geological Survey, Explanatory Notes, SE 53 ‐ 14

‐ Fox, K., 1993. The Bonney Well Gold Project, EL 8169 Report on previous and recent exploration. Unpublished report for Roebuck Resources NL. NTGS Open File report CR1994/75. Geophysical Pty Ltd. (CR1970-0005).

Geophysical Pty Ltd. (CR1967-0007).

Henry, R.L., 1998. Exploration License 9497 (Kiana) Annual Exploration Report to May 29 1998. Aberfoyle Resources Ltd. (CR1998-0495).

Hicks, D.J., 1997. Exploration License 9497 (Kiana) Annual Exploration Report to May 29 1997. Jackson, M.J., Muir, M.D., and Plumb, K.A. 1987; Geology of the Southern McArthur Basin,

Northern Territory, Bureau of Mineral Resources, Australia, Bulletin 220.

Kastellorizos, P., 2006. Geological Summary Report over EL 24471. Unpublished report for Tennant Creek Gold (NT) Pty Ltd.

Kettlewell, D.C., 1992. Exploration License 7217 “Kilgour” Northern Territory. First Annual

Report. Year Ended 10th January 1992. MIM Exploration Pty Ltd. (CR1992-0101).

Kettlewell, D.C., 1993. Exploration License 7217 “Kilgour” Northern Territory. Second Annual

Khan, M., Ferenczi, P.A., Ahmad, M. and Kruse, P.D., 2007. Phosphate testing of water bores and diamond drillcore in the Georgina, Wiso and Daly basins, Northern Territory. Northern Territory Geological Survey, Record 2007 ‐ 003

La Mancha Resources Australia Pty Ltd (Kalgoorlie), 2009, Kintore East Project, Annual report for the period 14[th] June 2008 to 13[th] June 2009.

Le Messurier, P., Williams, B.T. and Blake, D.H., 1990. Tennant Creek Inlier – Regional Geology and Mineralisation – paper in Geology of the Mineral Deposits of Australia and Papua New Guinea, Volume 1 – Monograph No. 14, AUSIMM.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 80

==> picture [109 x 16] intentionally omitted <==

McArthur River Area, N.T. Perilya Mines N.L. (CR1989-0751).

McInnes, D., 2009. Browns Hill Induced Polarisation Anomaly. Drill Targeting Summary. Montana GIS. McIntyre, D., & Rodda, A., 2008. Manbarrum Project. Second Combined Annual Report. McMahon, K., 1968. Progress Report A.P. 1343. Calvert Hills Area for 1967. Australian

Moyle, S., & Tanner, H., 2009. Completion Report for Browns and Sandy Creek Prospects, Diamond Drilling Program. July-August 2009.

Perilya, 1989. Relinquishment Report on Exploration Licences 5653, 5655, 5743 and 6237 Pietsch, B.A., Wyche, S., Rawlings, D.J., Creaser, P.M., and Findhammer, T.L.R., 1991:

McArthur River Region 6065-6 165, 1:100 000 Geological Explanatory Notes, Department of Mines and Energy, Darwin, Australia. Price, M., 2008. Annual technical report for exploration license (EL) 23639 (Kiana Project), Wallhallow (SE5307) 1:250,000 sheet, Kilgour (6063) and Lancewood (6163) 1:100,000 sheets, Northern Territory, Australia. 5th March 2007 to 4th March 2008. Kiana Projects Pty Ltd (CR2008-0090). Ramsay, R.R. 2005. Annual technical report for exploration license (EL) 23639 (Kiana Project), Report. Year Ended 10th January 1993. MIM Exploration Pty Ltd. (CR1993-0140). Lawrence, R.J.J., 1994. Exploration License 7217 “Kilgour” Northern Territory. Third Annual Report. Year Ended 10th January 1994. MIM Exploration Pty Ltd. (CR1994-0135). Lawrence, R.J.J., 1995. Exploration License 7217 “Kilgour” Northern Territory. Fourth Annual Report. Year Ended 10th January 1995. MIM Exploration Pty Ltd. (CR1995-0177). McMahon, K., 1970. Calvert Hills Area. Report on Phase II investigations A.P. 2233. Australian Resource Information Unit; Register of Australian Mining, 2011/2012, Perth WA

Roberts, S.M., 2008. Annual Report for EL 24471 for the period 16/8/07 to 15/8/09. Unpublished report for Western Desert Resources.

Swingler, N., 1982. Annual Report – Kelly Well Project, EL2288. Unpublished report for Occidental Minerals Corporation of Australia. NTGS Open File report CR1982/137. Wallhallow (SE5307) 1:250,000 sheet, Kilgour (6063) and Lancewood (6163) 1:100,000 sheets, Northern Territory, Australia. 5th March 2004 to 4th March 2005 Rogers, T., 1996. Relinquishment Report. Exploration License 7217. MIM Exploration Ltd, Ashton Mining Limited. (CR1996-0336).

Tennant Creek Gold (NT) Pty Ltd, 2010, Manbarrum Project, Fourth Combined Annual Report EL24395 (25/09/2009 – 24/09/2010), EL25470 (25/09/2009 – 24/09/2010), EL25646 (25/09/2009 – 24/09/2010), A 24518 (25/09/2009 – 24/09/2010), A 26581 (25/09/2009 – 24/09/2010).

TNG Limited, Enigma Mining Ltd, 2010, Mount Peake Project, Annual Report 22/10/09 to 21/10/10, EL 23271. TNG Limited, Enigma Mining Ltd, 2010, Mount Peake Project, Annual Report 13/08/09 to 12/08/10, EL 27070. TNG Limited, Enigma Mining Ltd, 2011, Mount Peake Project, Annual Report 22/07/10 to 21/07/11, EL 23074.

TNG Limited, Enigma Mining Ltd, 2011, Mount Peake Project, Annual Report 18/05/10 to 17/05/11, EL 27706 “Mount Esther”.

TNG Limited, Enigma Mining Ltd, 2011, Mount Peake Project, Annual Report 09/08/10 to 10/08/11, EL 27787 “Hanson”.

Walters, A., 2006. Relinquishment Report for EL 8883 for the period 20/3/2001 to 19/3/2006. Unpublished report for Emmerson Resources. NTGS Open File report CR2006/265.

Walter, M., 2004. Final Report for EL 9431 for the period 13/5/96 to 12/5/2004. Unpublished report for Newmont Australia. NTGS Open File report CR2004/369.

Western Desert Resources, 2009, Annual Report, Exploration Licence 24471, Explorer Project – Tennant Creek, for the period 16/08/08 to 15/08/09, Year 4.

Western Desert Resources, 2010, Annual Report, Exploration Licence 25581, East Rover, for the period 12/05/09 to 11/05/10, Year 1.

Whittaker, E., 2002. Final Report for EL 9421 for the period 13/5/96 to 12/5/2002. Unpublished report for Newmont Australia. NTGS Open File report CR2002/124.

111115_Final_AU2851_BDO_TNG_Valuation_Report.docx

Page 81

Appendix A Comparable Transactions

Vanadium Resources Comparable Transactions

						Purchase Price USD $M
Pro	ject Name &						$/l V2O	b 5
		Transaction Details		Asset Details
	Date


Va A	Atlantic Ltd Windimurra nadium Mine ugust 2010	On the 5th August 2010 Atlantic Limited (Atlantic) increased their holding in Midwest Vanadium Pty Ltd, the company that holds 100% of the Windimurra Vanadium project. Atlantic paid AU$16M to acquire Mineral Resources Ltd (MRL) 27.5% interest in the project, increasingAtlantic'sinterest to 90%.	The mine aver of 97 0.47 study	Windimurra vanadium project contains ral resource of 176.6Mt of V2o5 at a age grade of 0.46% and an ore reserv .8Mt of V2O5 at an average grade o % as at December 2008, a more recen was released on 16 May 2011.	a n e f t	$53.2M	$0.0	2
Van	Windimurra adium Project April 2010	On the 8th April 2010 Atlantic Ltd announced it has reached agreement with Mineral Resources Limited to work together to acquire and commission the world class Windimurra Vanadium project in Western Australia. Underpinning the transaction is the agreement that Atlantic and MRL have reached with the secured lenders to Midwest Vanadium Pty Ltd (MVPL), the company that holds 100% of the Project, whereby, subject to completion, MRL and Atlantic will acquire a 90% equity interest in MVPL in return for procuring new project finance in the order of $90- 100 million to complete construction and commissioning oftheProject.	The Perth The the p of c comp The know owne that Wind V2O The infra Midw powe	Project is located 600km north-east o , Western Australia near Mt Magnet. Project is owned 100% by MVPL an lant and mine is at an advanced stag onstruction (estimated to be 85 lete). Project hosts one of the world‟s larges n vanadium deposits. The curren r of the Project has previously state the current JORC-compliant reserve a imurra is 97.8 million tonnes at 0.47 5. Project site is close to existin structure and will be serviced by th est gas pipeline and existing on-sit r generators.	f d e % t t d t % g e e	100M	$0.1	0
Tit T J	an Vanadium- itanium-Iron Project anuary 2010	January 14, 2010 - Prophecy Resource Corp. (TSX.V: PCY; OTC: PCYRF; Frankfurt: 3P1) has entered into an option agreement with Randsburg International Gold Corp. (TSX.V: RGZ) whereby Prophecy can earn an 80% interest in the Titan Vanadium-Titanium-Iron project located in Ontario, Canada. Under the agreement, Prophecy shall have the right to acquire an 80% interest in the Titan Project by paying Randsburg an aggregate of $500,000 and incurring $200,000 in Exploration Expenditures by December 31, 2010. This transaction is subject to completion of due diligence and acceptance for filing by the TSX Venture Exchange.	The Onta of Su Angu excel cons acres minin dioxi Titan gabb corn depo aero appr A tot from the p Rand Vana hole Vana hole from mete exten Infor assa avail A Te prep for Instr Reso	Titan project is located in easter rio approximately 120 km east-northea dbury, straddling the boundary betwee s and Flett Townships, with access t lent infrastructure. The Titan propert ists of 1,052 contiguous hectares (2,60 ) comprising 17 patented claims and g claims. Magnetite, ilmenite, titaniu de, and vanadium mineralization a occurs in a southeast plunging body i ro to leucotroctolite in the northeaster er of the Fall Lake complex. The Tita sit is located at the northern end of a magnetic anomaly that i oximately1,200 by 800 meters in area. al of 4,898 assay intervals are recorde 38 core holes drilled by Randsburg o roperty. Drilling highlights reported b sburg included 142 meters of 0.27 dium (0.48% Vanadium Pentoxide) fro RA-5-21 and 174 meters of 0.26 dium (0.46% Vanadium Pentoxide) fro RA-5-10. The mineralization starte surface to an open vertical depth of 50 rs. The complete horizontal and vertic t of the deposit is still to be determined mation on the geology at Titan an y results reported by Randsburg ar able below. chnical Report dated February 12, 200 ared by Mines Development Associate Randsburg calculated a Nation ument 43-101 compliant Inferre urcefortheTitanproject.	n st n o y 0 3 m t n n n n s d n y % m % m d 0 al . d e 7 s al d	$8.75M	$11.	95

Zinc equivalent Resource Comparable Transactions

Pr Na D	oject					Pur	chase	USD	$/Z q e
	me &		Transaction Details		Asset Details	Price	100%	n E
	ate					US	D $M	tonn
Silv pr Marc	ertip oject h 2010	On th millio of $6 paym CDN$	e 1 stMarch 2010 Silver Standard was issued 1.2 n common shares of Silvercorp at a deemed price .25 per common share, and received a cash ent of CDN$7.5 million, for total consideration of 15 million for the sale of the Silvertip Project.	U a a th u dr th o A g e th m b si b 0. 2 3	pon acquisition, the project covered pproximately 216 km2 in 63 continguous claims nd 26 fractional claims. The Silvertip deposit is at e advanced exploration stage and has ndergone a number of surface and underground illing programs and geophysical surveys since e 1955 discovery of an argentiferous galena utcropping on Silvertip Hill by A. Zborovsky, V. lfody, S. Mezaros and S. Papp working under a overnment grub staking program. The silver quivalent (AgEq.) equation is based on a formula at includes long-term metal prices as well as the etal recoveries metallurgical tests for the deposit y CSMA Mineral Laboratories of the U.K. The lver equivalent calculation formula is shown elow: AgEq. = (Au * 0.5 * 60 + Ag * 0.692) + (Pb 75 0.804 * 22.0462 + Zn * 0.75 * 0.847* 2.0462) / 0.39. >200 Indicated 2,349,055 Silver 52 g/t, Lead 6.73 %, Zinc 9.41 %, Gold 0.54 g/t.	$1	4.0M	$20.	34
Aurc Mexi De Dec 2	ana De co Sa Cv ember 009	On t anno subse and O Rosar in Sin of the de M 1,250	he 4 thDecember 2009 Aurcana Corporation unced they and Silvermex Resources Ltd. quent to its announcements on May 25, 2009 ctober 14, 2009, have completed the sale of the io exploration and development project located aloa, State, Mexico to Silvermex through the sale shares in its wholly owned subsidiary Aurcana exico. Silvermex paid CDN$224,996 and issued ,000 shares.	A c w to s c pr th e a 2 re 4. pr T in ri u w 1 la $ u in w d to th	urcana's 92% owned La Negra silver-lead-zinc- opper mine in Queretaro State, Mexico, is orking towards expanding operations to 1500 nnes per day by spring of 2010. The reader hould be cautioned the Company has not ompleted a feasibility study confirming the ojected production capacity for La Negra and ere is no certainty the Company's plans will be conomically viable. The Shafter silver mine, with NI 43-101 measured and indicated resource of 4.6 million ounces of silver and an inferred source of 22.8 million ounces of silver (using a 0 ounce per ton cut off), is scheduled to start up oduction at 3.9 million ounces silver per year. he assets acquired include all facilities and frastructure at Rosario including; 20 year surface ghts agreement in good standing, 30 year water se permit, underground workings, tailings dam, ater, 60 km - 33 KV power line, offices, shops, 20 man camp, infirmary, warehouses and assay b. The previous owner invested approximately 11 million in property payments, exploration, pgrades and renovations to the mine and mill site cluding upgrading of electrical substations and iring, camp and accommodations, mine ewatering and detailed engineering of an 800 nne per day (t/d) mill designed to be installed on e existing foundations and structures.	$0.	74M	$22.	53
Pla Pro Nov 2	tosa perty ember 009	On th anno remai of th Comp Smelt defini closin	e 16 November 2009 Excellon Resources Inc. unced that it has agreed to purchase the ning 49% joint venture interest in a large portion e Platosa Property from Golden Minerals any, for US$2.0 million in cash and a 1% Net er Returns royalty subject to completion of tive documentation and satisfaction of customary g conditions.	T re th di th w th h e 7, 1. (1 A 6	he Company is also pleased to release assay sults for eight additional holes at Platosa. Five of e holes continued delineation of the 623 Manto scovered in July of this year. The results confirm e high-grade nature of this manto and while the idths of massive sulphides encountered are less an those of some of the previously disclosed oles, this is not unexpected as we probe the dges of the manto. Hole EX09-LP657 intersected 030 g/t (205 oz/T) Ag, 30.5% Pb, 5.3% Zn over 20 metres (m), while hole LP662 cut 4,850 g/t 41 oz/T) Ag, 22.5% Pb, 7.4% Zn over 1.10 m. ssays for LP661, LP663 and LP666, also in the 23 Manto, are shown in the table below.	$4.	08M	$19.	62

Pr Na D	oject					Pur	chase	USD	$/Z q e
	me &		Transaction Details		Asset Details	Price	100%	n E
	ate					US	D $M	tonn
Iron Gol Sept 2	bark d Ltd ember 009	In Se it has Gold 3.5 m	ptember 2009 Nyrstar NV today announced that agreed to acquire a 19.9% interest in Ironbark Limited (ASX-IBG) (Ironbark) for (approximately) illion.	Ir c N d d b u Ir re d a (a	onbark is an Australian publicly listed mining ompany with exploration projects in Australia and orthern Greenland. Ironbark's key focus is the evelopment of the world-class Citronen zinc-lead eposit in Northern Greenland which Ironbark elieves represents one of the world's largest ndeveloped zinc resources. In November 2008, onbark issued an updated JORC Code compliant source statement for the Citronen zinc-lead eposit indicating a total ore resource (indicated nd inferred) of (approximately) 56 million tons at pproximately) 5.4% zinc and 0.6% lead.	$2	5.5M	$5.2	4
Mer Min Lim July	idian erals ited 2009	Austr Limite ordin North Nonfe share the p subsi Ltd. T premi the c day comp Proje appro Fund the p Gove comp projec recom	alian resources company Meridian Minerals d has reached agreement to place 131,250,000 ary shares to state-owned Chinese company, west Mining and Geology Group Co., Ltd for rrous Metals (NWME), raising A$10.5M, at a price of A$0.08 (Placement). NWME will make lacement through its wholly owned Australian diary, Northwest Nonferrous Australia Mining Pty he issue price of A$0.08 per share is at a 78% um to the last capital raising, a 23% premium to urrent share price and a 28% premium to the 30 VWAP. Following the placement and post letion of the acquisition of the Lennard Shelf ct, Western Australia. Northwest will hold ximately 45% of the issued capital of Meridian. s will be applied to fast-track the development of roject. Placement is subject to FIRB, Chinese rnment and Meridian shareholder approvals and letion of the acquisition of the Lennard Shelf t. Directors of Meridian will unanimously mend the transaction to shareholders.	M S dr d re (c 3, In	eridian has an exclusive option over the Lennard helf project and plans to commence a +20,000m ill program in August to extend the currently efined Inferred, Indicated and Measured sources of 8.2m @ 7.4% Zn and 4.5% Pb omprising 24,000t of Measured resource, 039,000t of Indicated resource and 5,137,000t of ferred resource).	$1	9.1M	$19.	36
Len Shelf A April	nard Project rea 2009	In Ap MII) ( MOU conta the L the X ventu Comp projec LSPL share subje acqui dilige Merid share provid for a exclu millio The p satisf Merid comp to Me satisf 100% Pillar LSPL share volum the fi Acqui an im share consi impos only r resou comp $20 m that r lead r clawb	ril 2009 Meridian Minerals Limited (ASX code: Meridian or the Company) has entered into an to purchase a package of zinc-lead tenements ining existing JORC Code compliant resources in ennard Shelf region of Western Australia, from strata Zinc/Teck Cominco Limited (Teck) joint- re company, Lennard Shelf Pty Ltd (LSPL). The any intends to acquire a 100% interest in the t from LSPL in consideration for the issue to of 25 million new ordinary Meridian shares. The s to be issued as consideration will likely be ct to an ASX-imposed escrow period. The sition is subject to completion of satisfactory due nce and an associated new equity fund raising by ian. Teck is a cornerstone investor and major holder of Meridian. The MOU agreement es Meridian with exclusive access to the project period of eight weeks from execution. During this sive period, Meridian must raise a minimum of $5 n for the project and complete final due diligence. urchase of the project remains contingent upon actory due diligence being completed by ian. Detailed due diligence has already been leted on various technical aspects of the project ridians satisfaction. Following the completion of actory due diligence, Meridian may purchase of LSPL interest in the tenements, excluding the a mining leases and mining assets, by issuing to 25 million Meridian shares. The consideration s will be issued at a price equivalent to the e weighted average price for Meridian shares for ve trading days prior to signing a Tenement sition Agreement (for the purpose of determining plied value, Snowden has deemed the price per as the closing price of $0.02 on 21/4/09). The deration shares will likely be subject to an ASX- ed escrow period. LPSL will also retain a once ight to claw back to a 51% interest in each new rce discovered on the project by funding the letion of a Bankable Feasibility Study or spending illion in development and assessment costs on esource, whichever comes first. The existing zinc- esources on the project are excluded from this ack right.	T S 8 S pr m st E te th in g/ F g/ k te K P	he project is located in the Kimberley's Lennard helf region of Western Australia, approximately 0 km southeast of Fitzroy Crossing. The Lennard helf is one of the worlds premier MVT zinc-lead ovinces and prior to the commencement of ining in 1987, hosted resources which were ated as 41Mt @ 7.9% zinc and 3.2% lead. xisting JORC resources defined within the nement package to be acquired (which excludes e Pillara mining leases and mining assets), clude Kutarta (2.34Mt @ 7.2% Zn, 0.5% Pb & 39 t Ag as Inferred and Indicated resources*) and ossil Downs (2.15Mt @ 9.5% Zn, 2.1% Pb & 50 t Ag as Inferred resources). Multiple areas of nown zinc-lead mineralisation exist within the nement package including the Kapok Mine, apok West, Cadjebut Splay, Palijippa and Wagon ass prospects.	$3.	90M	$8.0	4

Pr Na D	oject					Pur	chase	USD	$/Z q e
	me &		Transaction Details		Asset Details	Price	100%	n E
	ate					US	D $M	tonn
Pe Lim Dec 2	rilya ited ember 008	Perily enter strate comp Ltd. Perily Zhon ordin per s	a Limited (ASX:PEM) today announced it has ed into a share placement agreement and gic partnership with major Chinese metal any Shenzhen Zhongjin Lingnan Nonfemet Co., (Zhongjin), to raise A$45,464,560. Pending a shareholders and regulatory approvals, gjin will subscribe for 197,672,000 fully paid ary shares in Perilya at an issue price of A$0.23 hare, to acquire 50.1% of the Company.	P zi A S e O Q b re c	erilya owns and operates the iconic Broken Hill nc, lead and silver mine in New South Wales, ustralia and the Beltana high grade zinc mine in outh Australia. The company is also targetting arly development of its 203,000 tonne Mount xide copper project in the Mt Isa region in ueensland. Zinc, lead and silver resources have een defined at Reliance and other projects, gold sources at Daisy Milano and Moyagee and opper resources at Mount Oxide.	$6	0.1M	$16.	15
Keno Mines Octob 2008	Hill Ltd er	Silver that it silver its K Cana to ac Keno a one after the delive tranc ongoi satisf US$3 mine upon requir permi furthe has minim Paym Whea	Wheaton Corp. (Silver Wheaton) announced has agreed to purchase 25% of the life of mine produced by Alexco Resource Corp. (Alexco) at eno Hill project located in the Yukon Territory, da. Silver Wheaton will pay Alexco US$50 million quire 25% of all payable silver produced from the Hill project, for the lesser of US$3.90 (subject to percent annual adjustment starting in year four the achievement of specific operating targets) or prevailing market price per ounce of silver red. The upfront payment will be made in several hes, with a total payment of US$15 million to fund ng underground development made upon the action of certain conditions, and the remaining 5 million payment to fund mill construction and development costs made on a drawdown basis, the satisfaction of certain additional ements, including the receipt of operating ts. Silver Wheaton is not required to contribute to r capital or exploration expenditures and Alexco provided a completion guarantee with certain um production criteria by specific dates. ent for the transaction will be drawn from Silver tons existing credit facilities.	K a w Y W m m a si Y T K si ki in ar re c (P is P a o 2 m e e d p	eno Hill is historically one of the highest-grade nd most prolific silver producing districts in the orld. It is Alexco's flagship project, located in the ukon Territory, 330 kilometers north of hitehorse and comprises more than 30 historic ines. From 1913 to 1989, the district produced ore than 217 million ounces of silver with verage grades in excess of 40 ounces per ton lver, 5% lead and 3% zinc (according to the ukon Government's published Minfile database). hese historical production grades would rank eno Hill in the top 3% by grade of today's global lver producers. Alexco acquired the 240 square lometre Keno Hill project in 2006 and has vested over US$26 million on exploration in and ound at least seven of the historic mines. As a sult of their exploration success, Alexco ompleted a preliminary economic assessment EA) on the Bellekeno deposit in July 2008, and advancing Bellekeno towards production. The EA forecasts a production start in 2010 with verage annual mine production of 3.3 million unces of silver, 30.1 million pounds of lead and 4.5 million pounds of zinc over an initial five year ine life. It is expected that the mine life will be xtended significantly through continued xploration success. Currently, underground evelopment is underway to access the deeper ortions of the Bellekeno deposit.	$2	60M	$94	9

Copper Exploration Comparable Transactions – Australia

Pro Na D	ject me & ate							AUD pe km	$ r 2
						A	rea km2
			Transaction Details		Asset Details


M Min L Au 2	ojo erals td gust 009	Ca bin the MO A$ sat mill iss	pe Lambert Iron Ore Limited has signed a ding Heads of Agreement to acquire 100% of share capital of unlisted public company JO Minerals Limited in a scrip deal valued at 1.75 million. The scrip consideration will be isfied with the issue of approximately 3.98 ion Cape Lambert shares and is based on an ue price of A$0.44 per share.	M M e 5 B b a g Z	ML, through its 100% owned subsidiary OJO Mining Limited, holds 15 contiguous xploration tenements covering approximately ,000km2 in the southern portion of theMt Isa lock in Queensland. These tenements have een subjected to aeromagnetic, radiometric nd gravity assessment that identified eophysical anomalies prospective for Copper, inc-Lead-Silver, Phosphate and Uranium.	50	00km2	$35	0
W Kno Ten M 2	indy b Bore ement arch 009	Em exp dat req hav	u can earn a 51% interest in the tenement by enditure of $300,000 within 3 years of the e of execution of the agreement, and Emu is uired to spend a minimum of $75,000 before ing the right to withdraw from the agreement.	T lo M e s m a z k	he Windy Knob Bore tenement (E51/900) is cated approximately 55km south of eekatharra in Western Australia. Initial xploration will focus on mapping and field urveys. Follow up work in the second year ay consist primarily of closer spaced drilling nd sampling to further define the mineralised ones. Measured area from map is about 150 m2.	15	0km2	$3,9	21

Nickel- Cobalt Resource transactions - All

Project Name & Date
				USD$ per Ni e	q
	Transaction Details		Asset Details
				tonne


Greenvale Nickel Mine Assets December 2009	A combined total consideration of A$1.65 million will go to Straits Resources Ltd (Straits) and Resource Mining Corporation (RMI) to acquire all of their joint venture ownership of the three Greenvale tenements, EPMs 11223, 10680 and 10866 which comprise the historic Greenvale nickel mine and its immediate surrounds – Metallica‟s 100% owned subsidiary Greenvale Operations Pty Ltd will hold 100% of the Greenvale tenements. Cash: $650,000 Shares: 3,330,000 @ 0.30 AUD	T o w a th c fo fr to N m m R a w A o b	he Greenvale assets are immediately south f Metallica‟s Kokomo deposit which together ith the Minnamoolka nd Bell Creek deposits to the north, comprise e Company‟s advanced NORNICO nickel- obalt project. The Greenvale mine operated r 18 years from 1974 to 1992, mining ore om a 3 km2 area, that produced 40 million nnes (Mt) of nickel laterite ore grading 1.56% i and 0.12% Co, aking it the largest high grade nickel laterite ine in Australia. An Inferred and Indicated esource for Greenvale of 38Mt @ 0.80% Ni nd 0.05% Co as announced by Straits Resources Ltd (see SX release dated 29th July 2009) using a cut ff grade of 0.5% Ni - see Table 3 for a reakdown of this resource.	$4.16
Ravensthorpe Nickel Operations December 2009	First Quantum Minerals Ltd. (“First Quantum” or the “Company”, TSX Symbol “FM”, LSE Symbol “FQM”) today announced that it has entered into a binding agreement with BHP Billiton to acquire the Ravensthorpe Nickel Operation in Western Australia for US$340 million.	T W ki c th a h e p a y a to m fo	he project is located in Ravensthorpe, estern Australia, approximately 550 lometres south-east of Perth. It is an open ut mine and hydrometallurgical process plant at uses proven technology to recover nickel nd cobalt to produce a mixed nickel cobalt ydroxide intermediate product. The Company xpects the project‟s average annual roduction of nickel metal will be pproximately39,000tonnes for the first five ears after recommencement of operations nd an average annual production of28,000 nnes of nickel metal over the expected life of ine of32 years. (Calculation based on recast annual production)	$311.64
Waite Kauri North March 2009	The directors of Pilbara explorer, Warwick Resources Limited (ASX:WRK) are pleased to announce the sale of its 100% owned Waite Kauri North nickel project to Proto Resources & Investments Ltd (ASX:PRW) (“Proto”). The transaction is conditional only on completion of due diligence by Proto within 21 days and the purchase consideration is the issue by Proto of 4,000,000 fully paid ordinary shares to Warwick Resources. The sale consideration based on recent trading of Proto‟s shares is approximately $120,000AUD	T o im W a M W P p R 0 c c e o	he Waite Kauri North lateritic nickel project is n a granted mining lease, located mediately to the north of GME Resources‟ aite Kauri lateritic nickel-cobalt project and pproximately 20km from Minara‟s Murrin urrin nickel operation near Leonora in estern Australia. It is also adjacent to oseidon‟s Waite Kauri lateritic nickel-cobalt roject. A JORC compliant Inferred Mineral esource of 3.9 million tonnes at 1.04% Ni, .04% Co, (representing 40,541 tonnes of ontained nickel and 1,448 tonnes of ontained cobalt) has previously been stimated for the project using a 0.7% Ni cut- ff.	$1.66

Iron Ore Exploration Transactions

Projec Name Date	t &
							US$ pe km2	r
			Transaction Details	Asset Details	km2


Milly Mil Ashburt and Le Steere Range Decemb 2009	ly, on e er	On th annou progra project (Drago $450,0 outrug Ashbu iron rig minera explor of $1.0 $10M t	e 3rdDecember Polaris Metals N.L nced that as part of a divestment mme of non-core tenements, three s have been sold to Dragon Energy Ltd n). Dragon makes single payment of 00 for the three projects and gains ht ownership of the Milly Milly and rton Projects. Dragon to own 75% of the hts for Lee Steer Range and 100% of the l rights and to sole fund the first $1M of ation expenditure. Polaris retain a royalty 0 per tonne of iron ore mined capped at otal for all three projects.	Ashburton: Consisting of 4 tenements (E08/1511-13 and E47/1528) covering some 365km2 approximately 20 to 40 kilometres south of Paraburdoo in the Pilbara. Milly Milly- Consisting of 1 tenement (E09/1277) covering some 191km2 located in the Mid West iron ore province of Western Australia. Lee Steer Range- Consisting of 2 tenements (E26/2126 and E69/2377) covering some 226km2 located in central Western Australia.	782k	m2	$529.4	1
Mulgar Minera Ltd June 20	a ls 09	On the annou Ltd. T million cash.	29thJune 2009 Midas Resource Limited nced the acquisition of Mulgara Minerals he consideration for the purchase is 6 Midas fully paid shares and $75,000 in	The tenement package consists of seven tenements and four separate project areas, Marandoo, West Angelas, West Pilbera, Yandicoogina and Red Hill.	114k	m	$1,385.	52
Jigalon Projec Iron Rig June 20	g t hts 09	On th Limited agreem Iron Lt rights Austra in cash	e 19th June 2009 Warwick Resources announced it has entered into ents with Hannans Reward Ltd and Atlas d to purchase the Jigalong Project iron in the East Pilbara region of Western lia. Purchase price of $5,250,000 payable , Warwick shares and Atlas shares.	The Jigalong Project is located 165km (approx) east of Newman in the mineral rich East Pilbara region of Western Australia. It covers a large area (approx. 2,000km2) of under explored terrain prospective for a range of commodities (gold, base metals, uranium, manganese and iron	2000k	m	$2,12	6
Canegra Iron Or Teneme May 20	ss e nts 09	On the reache to pur project and $1 a price	7thMay 2009 Flinders Mines Limited has d agreement with Maximus Resources Ltd chase the Canegrass magnetite iron ore for a consideration of $200,000 in cash .1M of Flinders shares (16.92M shares at of 6.5cents).	The tenement package is located approximately 60km southeast of Mt Magnet in Western Australia. The tenement package includes 7 granted exploration licences, 37 prescribed prospecting licences and 2 exploration licence applications.. The Canegrass Project has an area of 685sq km, with large scale magnitite concentrations over and area greater than 20km long and up to 3km wide.	685k	m	$1,33	0
Bullfinc Golde Valley A Marda Teneme April 20	h, n nd nts 09	On the Limited iron-or Golden to Pola wet m Extend Should tonnes POL w additio 60 day will be from t include $250,0 Polaris iron rig now m	21stApril 2009 Southern Cross Goldfields reached agreement to sell its remaining e interests within its Bullfinch North, Valley and three of its Marda tenements ris Metals NL for $400,000 plus a $1 per etric tonne royalty from the Carina ed tenement, capped at $3,000,000. a JORC resource exceeding 3 million at greater than 58% Fe be defined by ithin the Carina Extended tenement, an nal $250,000 will be payable to SXG within s of release of the JORC resource. This deducted from the future royalty payments he project. (the implied value does not the Royalty payment nor the additional 00 contingent on a JORC resource). already owned significant portions of the hts on some of these tenements and has oved to 100% ownership.	The key tenement involved is the Carina Extended tenement (E77/1275) which is located along strike to the north of Polaris primary production target, the Carina iron- ore resource. To date, the tenement has returned rock chip samples of between 57.9 and 61.6% Fe. Potential for over 700m strike of the northern extension of the Carina host horizon can be seen within this tenement. Other iron ore rights purchased are on tenements at Bullfinch North, Golden Valley and Marda.	671.7 m	6k	$422.7	7

Projec Name Date	t &
							US$ pe km2	r
			Transaction Details	Asset Details	km2


Africa Aura Resourc Ltd April 20	n es 09	Mano Compa Intent ( merge Ltd. (" which one Af entire i will iss price 67,047 of Afric	River Resources Inc announced that the ny entered into a legally binding Letter of "LOI") to conclude a broader agreement to with TSX-V listed African Aura Resources Africa Aura" TSX-V: AAZ) pursuant to Mano will offer 1.57 Mano shares for every rican Aura share in order to acquire the ssued share capital of African Aura. Mano ue 105,264,638 new shares (at a deemed of XX/share) in exchange for the ,540 issued outstanding common shares an Aura on an undiluted basis.	African Aura (TSX-V: AAZ) has a 'first- mover' exploration strategy, focused on the discovery of economic iron, gold, and uranium deposits in sub-Saharan Africa. The Company commenced exploration in 2004 and has established a portfolio of exploration licences totalling approximately 9,480km2, targeting areas of active artisanal gold mining within Archaean greenstone and Proterozoic volcano-sedimentary belts. The portfolio includes the 12km long Nkout iron project in southern Cameroon, the Batouri gold project in eastern Cameroon, the Fula Camp gold project in western Liberia, and a pipeline of significant prospects for drill testing as well as numerous other gold, uranium and iron ore targets that require follow up exploration.	9480k	m	$552.9	7
Eight Ashburt Teneme Octobe 2008	on nts r	Shaw in eig Uraniu ten Mt of WA interes at whi project its no ordinar year o	River ("SRR") will acquire an 85% interest ht granted tenements held by Contact m ("Contact") to the south of Shaw Rivers Minnie tenements in the Ashburton region . Contact retains a 15% free carried t in the tenements until a decision to mine, ch point it can elect to contribute to the s development or sell the rights to SRR or minee. The consideration is 2,000,000 y shares in SRR and 1,000,000 20 cent 5 ptions.	The area is considered prospective for buried Channel Iron Deposits ("CID"), which occur elsewhere in the region related to ancient drainages. Drilling at the historical Mt Murray copper workings identified anomalous copper grades including 3m at 0.27% Cu. High grade copper and silver were worked historically at the Mt Murray with grades up to 500 g/t silver reported. Sampling by Contact returned samples up to 5.14% Copper and 26.7 g/t Silver from the Mount Murray Workings. Historical exploration in the area has reported small, but high grade occurrences of copper, silver, lead, tungsten, tantalum barite and fluorite bearing pegmatite. The tenements consist of eight granted tenements. Shaw River plans to expand its current Mt Minnie exploration program into this new area, beginning with integration of the newly acquired data with Shaw Rivers extensive GIS database.	370k	m2	$274.7	2
Drysda Resourc Pty Lt Septem 2008	le es d ber	Easter Drysda regard particu 6751 N Easter within Iron m consist Easter project comple area o study. earn a develo within royalty	n Iron signed of a JV Agreement with le Resources (a private unlisted company) ing opportunities for alluvial material, larly channel iron, in Exploration Licence SW. The terms for the agreement are that n Iron can earn an interest in all minerals the alluvial channel-fill material. Eastern ust complete a Stage One work program ing of aircore drilling within 6 months. n Iron will have earned the right to take the to a mineable stage when it has ted total expenditure on the exploration f $180,000 and completed a feasibility Eastern Iron will then have the right to 100% interest in the exploration area by ping a commercial scale mining operation five years. Drysdale will retain a 2% NSR .	The tenement, currently held by Drysdale, is located approximately 25 kilometres northeast of Cobar by sealed road, with most of the licence less than 20 kilometres from rail infrastructure. Interpretation of aeromagnetic data by Eastern Iron indicates that 35 linear kilometres of palaeochannel target exist within the licence. These channels form part of a major palaeochannel system being systematically explored and drilled by Eastern Iron. Landowner negotiations to enable access and drilling are expected to commence in late September 2008.	295k	m	$494.2	3

This page is left intentionally blank

AI assistant

TIVAN LIMITED — Proxy Solicitation & Information Statement 2011

65967_rns_2011-11-20_df7e56af-4d9f-40e2-ba16-bb3efe42f82e.pdf

NOTICE OF GENERAL MEETING

ASX ANASX ANNOUNCEMENT OUNCEMENT

TNG LIMITED

Enquiries:

NOTICE OF GENERAL MEETING

This page is left intentionally blank

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Approval of Issue of Subscription Shares

2. Resolution 2 – Approval of Financial Assistance

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

3. Background

3.1 Introduction

3.2

Subscription Agreement

3.3 Why is Shareholder Approval Required?

4. Agreements with the Subscribers

4.1 Subscription Agreement

4.2 Loan Agreement

5. Overview of the Subscribers and their Associates

5.1 The Subscribers

5.2 ECE Group

East China Mineral Exploration and Development Bureau (ECMED)

5.3 Wanlong Group

(b) Beijia

5.4 Extent of approval

6. Impact on the Company

6.1 Impact on Capital Structure

6.2 Voting Power of the Subscribers

6.3 The Subscribers’ intentions regarding the future of the Company

6.4 Board Structure

(b) Mr Zhigang WANG

7. Advantages and Disadvantages of issuing the Subscription Shares

7.1 Advantages

7.2 Disadvantages

(d) Potential future compensation payment

8. Independent Expert’s Report

9. Resolution 1– Approval of Issue of Subscription Shares

9.1 Section 611 Corporations Act

9.2 Information required by item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74

(a) The identity of the allottee and any person who will have a Relevant Interest in the Subscription Shares to be allotted

(c) The identity, associations (with the Subscribers or any of their Associates) and qualifications of any person who is intended to become a Director if Shareholders agree to the issue of the Subscription Shares

(d) The Subscribers’ intentions regarding the future of the Company if Shareholders agree to the allotment of the Subscription Shares

(f) When the allotment of Subscription Shares to the Subscribers is to be made

(g) An explanation of the reasons for the proposed allotment of the Subscription Shares to the Subscribers

(h)

The interests of the Directors in Resolution 1

9.3

Listing Rule 7.1

9.4 Director's Recommendation

9.5 Other information

10. Resolution 2 – Approval of Financial Assistance

10.1 Davis Samuel Claim

10.2 Corporations Act

10.3 Effect of the proposed financial assistance

10.4 Directors' interest and Recommendation

Schedule 1 - Definitions

TNG LIMITED ABN 12 000 817 023

P R O X Y F O R M

Step 1 – Appoint a Proxy to Vote on Your Behalf

Step 2 – Instructions as to Voting on Resolutions

Proxy Notes:

Return of Proxy Forms

This page is left intentionally blank

This page is left intentionally blank

Financial Services Guide

15 November 2011

Financial Services Guide

Information about us

Financial services we are licensed to provide

General Financial Product Advice

Financial Services Guide

Fees, Commissions and Other Benefits that we may receive

Other Assignments –

TIVAN LIMITED Proxy Solicitation & Information Statement 2011