DELTA LITHIUM LIMITED — AGM Information 2020

Nov 15, 2020

TNT MINES LIMITED

ACN 107 244 039

ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING

TNT Mines Limited (ACN 107 244 039) ( Company ), hereby gives notice to shareholders of the Company that, in relation to the Notice of Annual General Meeting dated 30 October 2020 ( Notice of Meeting ) in respect of the Company’s Annual General Meeting of Members to be held at 10:00am (WST) on 30 November 2020 at 1202 Hay Street, West Perth WA 6005 ( Meeting ), the Directors have determined to issue this addendum to the Notice of Meeting ( Addendum ) for the purposes set out below.

Definitions in the Notice have the same meaning in this Addendum unless otherwise updated in this Addendum.

The purpose of this Addendum is to amend Resolution 5 of the Notice to reduce the number of Options to be issued to Peter Woods (or his nominee) from 4,000,000 to 1,000,000 ( Amended Resolution ).

Replacement Proxy Form

As a result of the Amended Resolution, the Company advises Shareholders that those Shareholders who have already submitted the Proxy Form annexed with the Notice of Meeting ( Original Proxy Form ) and wish to change their vote on Resolution 5, may request a replacement Proxy Form from the Company on +61 8 6319 1900 or frontdesk@tntmines.com.au ( Replacement Proxy Form ).

To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:

• (a) If you have already completed and returned the Original Proxy Form and you wish to change your original vote, you must request, complete and return a Replacement Proxy Form . Alternatively, this can be done online through www.investorvote.com.au with control number 184605

• (b) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for all Resolutions unless you submit a Replacement Proxy Form.

• (c) If you have not yet cast any votes and wish to vote on the Resolutions in the Notice as amended by the Addendum, please complete and return the Original Proxy Form.

Likewise if you have appointed proxy using the online capabilities and you wish to update your proxy preferences, the online proxy capabilities (available at www.investorvote.com.au) have been updated to include the ability to appoint and instruct a proxy in respect of voting on the Amended Resolution.

Shareholders must return the completed Replacement Proxy Form by 10:00AM (WST) on 28 November 2020. Alternatively, if you are using the online capabilities for proxy appointment, complete or update your proxy votes via the updated online capabilities.

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The Notice is amended as follows:

1. Resolution 5 is deleted and replaced with the following:

RESOLUTION 5 – ISSUE OF OPTIONS TO DIRECTOR – PETER WOODS

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Peter Woods (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

2. Sections 5.1, 5.2 and 5.6 of the Explanatory Statement are deleted and replaced with the following:

5.1 General

As announced on 22 May 2020, the Company acquired 100% of the East Canyon UraniumVanadium Project in South Eastern Utah ( Acquisition ) from Vanacorp Aust Pty Ltd ( Vanacorp ). The Company appointed Mr Peter Woods as a Non-Executive Director to the Board upon settlement of the Acquisition.

Although the Company initially agreed, subject to obtaining Shareholder approval, to issue 4,000,000 Options ( Woods Options ) to Mr Woods (or his nominee) as part of his remuneration package, the Company and Mr Woods have since agreed to reduce the figure to 1,000,000 Options due to change in the Company’s strategic focus with the acquisition of Warriedar Mining Pty Ltd, the recent increase in the Company share price and the fact that the Tranche 1 Woods Options (as defined below) are now in the money.

The Options will be issued with an exercise price of $0.25, expiring on 1 October 2024 and otherwise on the terms and conditions set out in Schedule 1.

Resolution 5 seeks Shareholder approval for the issue of the Woods Options to Mr Peter Woods (or his nominee).

5.2 Summary of Letter of Appointment

Mr Woods was appointed as a Non-Executive Director on 16 June 2020 pursuant to a letter of appointment ( Letter of Appointment ). The appointment of Mr Woods was subject to the completion of the Company’s acquisition of 100% of the issued capital of Vanacorp Aust Pty Ltd, completion of which was announced on 16 June 2020.

Under the Letter of Appointment, Mr Woods is entitled to a base fee of $20,000 per annum inclusive of superannuation entitlements. In addition, Mr Woods receives a consultancy fee of $30,000 per annum plus GST.

The Letter of Appointment also details the Company’s agreement to issue Mr Woods 4,000,000 unlisted Options. The Company and Mr Woods have since decided to reduce to this figure to 1,000,000 unlisted Options as detailed in Section 5.1 above, Shareholder approval of which is sought pursuant to this Resolution 5.

5.6 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 5:

(a) the Options will be issued to Mr Woods (or his nominee), who falls within the category set out in Listing Rule 10.11.1 as Mr Woods is a related party of the Company by virtue of being a Director;

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• (b) the maximum number of Options to be issued is 1,000,000;

• (c) the terms and conditions of the Options are set out in Schedule 1;

• (d) the Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Options will occur on the same date;

• (e) the issue price of the Options will be nil. The Company will not receive any other consideration in respect of the issue of the Options (other than in respect of funds received on exercise of the Options);

• (f) the purpose of the issue of the Options is to provide a performance linked incentive component in the remuneration package for Mr Woods to motivate and reward their performance as a Director and to provide cost effective remuneration to Mr Woods, enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Woods;

• (g) the current total remuneration package for Mr Woods is $50,000, comprising of directors’ fees of $20,000 and a consultancy fee of $30,000 per annum. If the Options are issued, the total remuneration package of Mr Woods will increase by $106,800 to $156,800 being the value of the Options (based on the Black Scholes methodology); and

• (h) the Options are being issued to Mr Woods under his letter of appointment as Director of the Company ( Letter of Appointment ). A summary of the material terms of the Letter of Appointment is set out in Section 5.2.

3. Schedule 1 of the Notice is deleted and replaced with the following:

• (a) Entitlement

  • Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

• (b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.25 ( Exercise Price )

• (c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 1 October 2024 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

Once vested (if applicable), the Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

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(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within five business days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

• (l) Transferability

The Options are not transferable.

Dated: 16 November 2020 By order of the Board

Lauren Nelson

Company Secretary

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