TNG LIMITED ACN 000 817 023 NOTICE OF EXTRAORDINARY GENERAL MEETING TIME: 11.00am (WST) DATE: 20 September 2016 PLACE: The Celtic Club, 48 Ord Street, West Perth, WA 6005 This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9327 0900. CONTENTS Business of the Meeting (setting out the proposed Resolutions) 7 Explanatory Statement (explaining the proposed Resolutions) 9 Glossary 34 Schedule 1 – Details of NT Base Metal Assets 36 Schedule 2 – Pro-forma Consolidated Statement of Financial Position - TNG 47 Schedule 3 – Pro-forma Consolidated Statement of Financial Position – Todd River 49 Schedule 4 – Key Risk Factors Facing Todd River 51 Proxy Form Attached IMPORTANT INFORMATION Time and place of Meeting Notice is given that the Meeting will be held at 11.00am (WST) on 20 September 2016 at The Celtic Club, 48 Ord Street, West Perth, WA 6005. Your vote is important The business of the Meeting affects your shareholding and your vote is important. Voting eligibility 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 Shareholders at 11.00am (WST) on 18 September 2016. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. 3999-02/1530929_1 1 Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details on these changes are set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and • if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and • if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and • if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and • the appointed proxy is not the chair of the meeting; and • at the meeting, a poll is duly demanded on the resolution; and • either of the following applies:  the proxy is not recorded as attending the meeting; or  the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. DEFINED TERMS Capitalised terms in this Notice of Meeting and Explanatory Statement are defined either in the “Glossary” Section or where the relevant term is first used. RESPONSIBILITY This Notice of Meeting and Explanatory Statement has been prepared by the Company under the direction and oversight of its Directors. 3999-02/1530929_1 2 OTHER LEGAL REQUIREMENTS - PROSPECTUS Under applicable ASIC guidelines, the invitation to Shareholders to vote on Resolution 2 of the Notice of Meeting constitutes an “offer” to transfer Todd River Shares to Shareholders pursuant to the In-specie Distribution under Chapter 6D of the Corporations Act and a prospectus is required unless an exemption applies or ASIC provides relief. As no exemptions apply and no relief was obtained, the Company has prepared a prospectus that contains information in relation to Todd River (Prospectus). The Prospectus accompanies this Notice of Meeting and has been lodged with ASIC at the same time as this Notice of Meeting. The Company recommends that all Shareholders read the Prospectus carefully and in conjunction with this Notice of Meeting. The Prospectus also allows Shareholders to sell their Todd River Shares within the first 12 months after receiving them without further disclosure. There is no information known to the Company that is material to the decision by a Shareholder on how to vote on Resolution 2 other than as disclosed in this Notice of Meeting and Explanatory Statement, the accompanying Prospectus and information that the Company has previously disclosed to Shareholders. PURPOSE OF THIS DOCUMENT The main purpose of this document is to explain the terms of the proposed In-specie Distribution, and the manner in which the In-specie Distribution (or parts of it) will be implemented (if approved), and to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve Resolution 2 to give effect to the In-specie Distribution. This document includes a statement of all the information known to the Company that is material to Shareholders in deciding how to vote on Resolution 2, as required by section 256C(4) of the Corporations Act. ASIC AND ASX A final copy of this Notice of Meeting and Explanatory Statement has been lodged with ASIC and ASX, together with a copy of the Prospectus that accompanies this Notice of Meeting. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this document. FORWARD LOOKING STATEMENTS Some of the statements appearing in this document may be in the nature of forward looking statements. The words ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’, ‘consider’, ‘foresee’, ‘aim’, ‘will’ and similar expressions are intended to identify forward-looking statements. Indications of guidance on future production, resources, reserves, sales, capital expenditure, earnings and financial position and performance are also forward-looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties many of which are outside the Company’s control. Those risks and uncertainties include factors and risks specific to the Company and Todd River such as (without limitation) the status of exploration and mining applications and licences and the risks associated with the non-grant or expiry of those applications and licences, liquidity risk, risks associated with the exploration or developmental stage of projects, funding risks, operational risks, changes to Government fiscal, monetary and regulatory policies, regulatory approvals, the impact of actions of Governments, the potential difficulties in enforcing agreements, protecting assets and increases in costs of transportation and shipping of international operations, alterations to resource estimates and exploration 3999-02/1530929_1 3 targets and the imprecise nature of resource and reserve statements, any circumstances adversely affecting areas in which the Company operates, fluctuations in the production, volume and price of commodities, any imposition of significant obligations under environmental regulations, fluctuations in exchange rates, the fluctuating industry and commodity cycles, the impact of inflation on operating and development costs, taxation, regulatory issues and changes in law and accounting policies, the adverse impact of wars, terrorism, political, economic or natural disasters, the impact of changes to interest rates, loss of key personnel and delays in obtaining or inability to obtain any necessary Government and regulatory approvals, the ability to service debt and to refinance debt to meet expenditure needs on any future acquisitions, increased competition, insurance and occupational health and safety. For more information on the risk factors facing Todd River, please refer to Schedule 4. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected. None of the Company, Todd River nor any of their respective officers or any person named in this document or involved in the preparation of this document make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and you are cautioned not to place undue reliance on those statements. The forward looking statements in this document reflect views held only as at the date of this document. NO FINANCIAL PRODUCT ADVICE This document does not constitute financial product, taxation or investment advice nor a recommendation in respect of the Todd River Shares. It has been prepared without taking into account the objectives, financial situation or needs of Shareholders or other persons. Before deciding how to vote or act, Shareholders should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances. Neither the Company nor Todd River is licensed to provide financial product advice. No cooling-off regime applies in respect of the acquisition of Todd River Shares under the In- specie Distribution (whether the regime is provided for by law or otherwise). NO INTERNET SITE IS PART OF THIS DOCUMENT No internet site is part of this Notice of Meeting and Explanatory Statement. The Company maintains an internet site (www.tngltd.com.au). Any reference in this document to this internet site is a textual reference only and does not form part of this document. RECOMMENDATIONS Your Directors unanimously recommend the approval of the proposed Resolutions 1 and 2 and encourage Shareholders to vote IN FAVOUR OF Resolutions 1 and 2. In forming their unanimous recommendation in respect of Resolutions 1 and 2, the Directors have carefully considered the following matters: (a) Shareholders will continue to retain their current percentage ownership interest in the capital of the Company. 3999-02/1530929_1 4 (b) The Spin-out should allow for a better focus on the advancement of the NT Base Metal Assets and should enable a more transparent market value to be placed on the NT Base Metal Assets, whilst the Company continues to develop its world class flagship Mount Peake project. (c) Future capital raising (including the proposed Todd River IPO) should be more achievable by each individual entity. (d) The Spin-out will provide Shareholders with the ability to participate in the exploration upside of the NT Base Metal Assets under a separate company with separate financing capabilities whilst also maintaining their investment exposure to the Company and the Mount Peake project. The Directors have also considered the following potential disadvantages: (a) Shareholders will incur additional transaction costs. (b) There may be taxation implications in respect of the distribution of the Todd River Shares to the Shareholders. (c) There will be costs associated with Todd River, for example, ongoing administrative costs and costs associated with seeking funding for Todd River (including the proposed Todd River IPO). (d) The interests of Shareholders in Todd River will be diluted by the issue of Todd River Shares under the proposed Todd River IPO. (e) Assuming completion of the Spin-out, there will be two separate companies that will require to be funded and will incur costs (being TNG and Todd River) rather than one company as is the case at present (being TNG). This will lead to a duplication of costs to Shareholders in some instances (e.g. directors’ fees). (f) Due to the outstanding Options on issue in TNG and also because of the potential future issue of Shares by the Company before the Record Date, it is not clear at the date of this Notice how many TNG Shares will be on issue at the Record Date nor therefore what the exact ratio for the In-specie Distribution will be. Any exercise of Options in TNG before the Record Date will have the effect of lowering the number of Todd River Shares distributed for each Share in TNG. Please refer to Section 1.15(d) for further details. Having regard to each of the above matters, the Directors consider that, on balance, the In-specie Distribution of Todd River Shares to Shareholders is in the best interests of Shareholders as the Directors believe that the Company will be able to provide greater value to the Shareholders through the Spin-off. In this regard, the Directors believe that Shareholders will be able to directly participate in the potential upside of the NT Base Metal Assets which may not be realised without the Spin-off. 3999-02/1530929_1 5 IMPORTANT NOTICES Key Dates* Extraordinary General Meeting to approve the In-specie 20 September 2016 Distribution of Todd River Shares ASX informed of Shareholder approval 20 September 2016 Record Date* 21 November 2016 In-specie Distribution to Shareholders of Todd River Shares* 23 November 2016 * These dates are indicative only and may change without notice. Refer to Section 1.5 for further details. 3999-02/1530929_1 6 BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 – APPROVAL TO DISPOSE OF MAJOR ASSET To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 11.4 and for all other purposes, approval is given for the sale of the NT Base Metal Assets to Todd River Resources Limited, a subsidiary entity of the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by a party to the transaction to acquire the NT Base Metal Assets and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 2. RESOLUTION 2 – APPROVAL FOR AN EQUAL REDUCTION OF CAPITAL AND IN-SPECIE DISTRIBUTION To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: “That, the following equal reduction of the capital of the Company is approved for the purposes of Section 256B and 256C of the Corporations Act and for all other purposes: Subject to: (a) the record date set on or after the date this resolution is passed by the directors of the Company to determine entitlements of Shareholders to participate in the reduction of capital (Record Date) occurring not earlier than five business days and not later than six months after the date that this resolution is passed; and (b) the Directors not providing a notice to ASX: (i) if the Record Date has not been set, prior to the Record Date being set; or (ii) if the Record Date has been set, at least five Trading Days prior to the Record Date, stating that the Company does not intend to proceed with the reduction of capital contemplated by this Resolution; THAT: (a) the capital of the Company be reduced, without cancelling any Shares, by an amount equal to the market value (as assessed by the Directors) of 28,000,000 Todd River Shares with effect as at 5.00pm (WST) on the Record Date; and 3999-02/1530929_1 7 (b) the reduction be satisfied by the Company distributing and transferring the 28,000,000 Todd River Shares to the Shareholders of the Company registered on the Record Date on a pro rata basis, to be effected in accordance with the Constitution, the ASX Listing Rules and as otherwise determined by the Directors, with the consequence that each Shareholder on the Record Date shall be deemed to have consented to becoming a Todd River Shareholder and being bound by its constitution, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.” Dated: 17 August 2016 By order of the Board PAUL BURTON MANAGING DIRECTOR 3999-02/1530929_1 8 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. RESOLUTIONS 1 AND 2 – APPROVAL FOR AN EQUAL REDUCTION OF CAPITAL AND IN-SPECIE DISTRIBUTION AND DISPOSAL OF A MAJOR ASSET 1.1 Background and Overview of the Proposal The Company is listed on the ASX and owns all of the issued capital of eight Australian subsidiary companies, Connaught Mining NL, Enigma Mining Limited, Tennant Creek Gold (NT) Pty Ltd, Manbarrum Mining Pty Ltd, TNG Gold Pty Ltd, TIVAN Technology Pty Ltd, Todd River Metals Pty Ltd and Todd River Resources Limited (Todd River) which together hold interests in the following sixteen diversified exploration projects located in the Northern Territory: (a) Mount Peake (Fe-V-Ti) (100%); (b) Manbarrum (Zn-Pb-Ag) (100%); (c) McArthur River (Cu) (100%); (d) Walabanba (Cu-Fe-Ti) (100%); (e) Mount Hardy (Cu) (100%); (f) Tomkinson (Zn-Pb-Ag-Cu) (100%); (g) Stokes Yard (Zn-Cu-Pb-Au) (100%); (h) Soldiers Creek (Sn-Ta-Li) (100%); (i) Sandover (Cu) (100%); (j) Croker Island (Al) (100%); (k) Melville Island (Al) (100%); (l) Goddards (Cu) (100%); (m) Petermanns (Au-Cu-U) (100%); (n) Rover (Cu-Au) (20%); (o) High Black Range (Fe) (100%) and, (p) Cawse (Au) (20%); The Company’s activities have recently been dominated by the progress towards construction and mining of the world class Mount Peake V-Ti-Fe deposit, and, as such, TNG has become recognised as a Vanadium focused company. Such success has overshadowed the significant potential and value that the Directors believe is in the Company’s base metal assets in the Northern Territory which consist of the Manbarrum, McArthur River, Walabanba, Mount Hardy, Tomkinson, Stokes Yard, Soldiers Creek, Sandover, Croker Island, Melville Island, Goddards and Petermanns projects and the Company’s 20% interest in the Rover project (NT Base Metal Assets). Refer to Schedule 1 for a background summary of each of the NT Base Metal Assets including information on prospectivity and to Section 1.4 of this Explanatory Statement for the proposed work programme and expenditure budget for each project. As announced on 25 July 2016, the Company is proposing, subject to Shareholder approval, to demerge the NT Base Metal Assets via its subsidiary company Todd 3999-02/1530929_1 9