DELTA LITHIUM LIMITED — AGM Information 2020

Oct 29, 2020

TNT MINES LIMITED ACN 107 244 039 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10AM WST DATE : MONDAY, 30 NOVEMBER 2020 PLACE : 1202 HAY STREET, WEST PERTH WA 6005

The business of the Meeting affects your shareholding and your vote is important.

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.

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 10AM WST on 28 November 2020.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2020.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR PETER WOODS

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Peter Woods, a Director, who was appointed as a Director on 16 June 2020, retires, and being eligible, is elected as a Director”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR BRETT MITCHELL

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

“That, for the purpose of clause 14.2 of the Constitution, and for all other purposes, Brett Mitchell, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

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6. RESOLUTION 5 – APPROVAL TO ISSUE 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 4,000,000 Options to Peter Woods (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 6 – APPROVAL TO ISSUE CONSIDERATION SHARES

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 7.1 and for all other purposes, approval is given for the Company to issue 29,550,000 Shares on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 7 – APPROVAL TO ISSUE CONSIDERATION OPTIONS

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 7.1 and for all other purposes, approval is given for the Company to issue up to 19,750,000 Options on the terms and conditions set out in the Explanatory Statement.”

9. RESOLUTION 8 – APPROVAL TO ISSUE FACILITATOR SHARES

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 7.1 and for all other purposes, approval is given for the Company to issue 2,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

10. RESOLUTION 9 – APPROVAL TO ISSUE FACILITATOR OPTIONS

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 7.1 and for all other purposes, approval is given for the Company to issue up to 1,250,000 Options on the terms and conditions set out in the Explanatory Statement.”

11. RESOLUTION 10 – RATIFICATION OF AGREEMENT TO ISSUE TRANCHE 1 PLACEMENT SHARES

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 7.4 and for all other purposes, Shareholders ratify the agreement to issue 5,173,287 Shares on the terms and conditions set out in the Explanatory Statement.”

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12. RESOLUTION 11 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

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 7.1 and for all other purposes, approval is given for the Company to issue 24,826,713 Shares on the terms and conditions set out in the Explanatory Statement.”

13. RESOLUTION 12 – ISSUE OF SHARES – DIRECTOR PARTICIPATION IN PLACEMENT – MR BRETT MITCHELL

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 up to 769,231 Shares to Mr Brett Mitchell (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

14. RESOLUTION 13 – ISSUE OF SHARES – DIRECTOR PARTICIPATION IN PLACEMENT – NICK CASTLEDEN

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 up to 192,308 Shares to Mr Nick Castleden (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

15. RESOLUTION 14 – ISSUE OF SHARES – DIRECTOR PARTICIPATION IN PLACEMENT – 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 up to 500,000 Shares to Mr Peter Woods (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Dated: 30 October 2020 By order of the Board

Lauren Nelson Company Secretary

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 4 – Approval of 7.1A Mandate	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of thatperson(or thosepersons).
Resolution 5 – Issue of Options to Director – Peter Woods	Peter Woods (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of thatperson or thosepersons.
Resolution 6 – Approval to issue Consideration Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Warriedar)or an associate of thatperson(or thosepersons).
Resolution 7 – Approval to issue Consideration Options	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Warriedar)or an associate of thatperson(or thosepersons).
Resolution 8 – Approval to issue Facilitator Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Chieftain)or an associate of thatperson(or thosepersons).
Resolution 9 – Approval to issue Facilitator Options	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Chieftain)or an associate of thatperson(or thosepersons).
Resolutions 10 – Ratification of Tranche 1 Placement Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of that person or those persons.
Resolution 11 – Approval to issue Tranche 2 Placement Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Placement Participants) or an associate of that person (or those persons).
Resolution 12 – Issue of Shares to Related Party	Mr Brett Mitchell (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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Resolution 13– Issue of Shares to Related Party	Mr Nick Castleden (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 14 – Issue of Shares to Related Party	Mr Peter Woods (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

Voting Prohibition Statement:

Resolution 5 – Issue of Options to Director – Peter Woods

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Form and return by the time and in accordance with the instructions set out on the 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 two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (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.

Shareholders and their proxies should be aware 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.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6319 1900.

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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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at tntmines.com.au.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

1.2

Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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1.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR PETER WOODS

2.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Peter Woods, having been appointed by other Directors on 16 June 2020 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

2.2 Qualifications and other material directorships

Mr Woods is the founder of the East Canyon project and has extensive finance, capital markets and investment advisory experience across various sectors and geographies. He is a director of Bluebird Capital, a project generation, investment and advisory business and has held various ASX board positions. Mr Woods holds a Bachelor of Commerce from University of Western Australia, a Post Graduate Diploma of Applied Finance, and has recently completed an executive education course on Private Equity and Venture Capital at Harvard Business School, Boston USA

2.3 Independence

Mr Woods has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers Mr Woods will be an independent Director.

2.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications and character. The Company undertook such checks prior to the appointment of Mr Woods.

2.5 Board recommendation

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The Board has reviewed Mr Woods’ performance since his appointment to the Board and considers that Mr Woods’ skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Mr Woods and recommends that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR BRETT MITCHELL

3.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Brett Mitchell, who has served as a Director since 27 June 2017 and was last reelected on 29 November 2018, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Mitchell is a corporate finance executive with over 20 years of experience in the finance, technology and resources industries. He has been the co-founder of a number of ASX and private companies across these sectors and holds executive and non-executive directorship roles with his key business interests. His executive management responsibilities cover capital markets, corporate finance, new business strategy and treasury for these companies.

Mr Mitchell holds a Bachelor of Economics from the University of Western Australia and is also a member of the Australian Institute of Company Directors (AICD). Mr Mitchell is currently Executive Chairman of MGC Pharmaceuticals Ltd (ASX:MXC).

3.3 Independence

If re-elected the Board considers Mr Mitchell will be an independent Director.

3.4 Board recommendation

The Board has reviewed Mr Mitchell’s performance since his appointment to the Board and considers that Mr Mitchell’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Mitchell and recommends that Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

4.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

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Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

4.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 4:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;

• (ii) the time and date of the Company’s next annual general meeting; and

• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 4.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets (funds would then be used for project, feasibility studies and ongoing project administration), general working capital.

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(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 11 September 2020.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

		Dilution	Dilution	Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution	Issue Price
			$0.011	$0.22	$0.33
			50% decrease	Issue Price	50% increase
			Funds Raised
Current	34,488,584 Shares	3,448,858 Shares	$379,374	$758,748	$1,138,123
50% increase	51,732,876 Shares	5,173,287 Shares	$569,061	$1,138,123	$1,707,184
100% increase	68,977,168 Shares	6,897,716 Shares	$758,748	$1,517,497	$2,276,246

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 34,488,584 existing Shares as at the date of this Notice of Meeting.

2. The issue price set out above is the closing market price of the Shares on the ASX on 10 September 2020.

3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

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1. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

2. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 29 November 2019 ( Previous Approval ).

During the 12 month period preceding the date of the Meeting, being on and from 30 November 2019, the Company has not issued any Equity Securities pursuant to the Previous Approval.

4.3 Voting Exclusion Statement

A voting exclusion statement is included in Resolution 4 of this Notice.

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5. RESOLUTION 5 – ISSUE OF OPTIONS TO RELATED PARTY – MR PETER WOODS

5.1 General

As announced on 22 May 2020, the Company acquired 100% of the East Canyon Uranium-Vanadium 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.

As part of the formal agreement and as initially announced on 22 May 2020, the Company agreed as part of the deal terms, subject to obtaining Shareholder approval at the Company’s next general meeting, to issue 4,000,000 Options ( Woods Options ) to Mr Woods (or his nominee) as part of his remuneration package on the terms and conditions set out below, comprising:

• (a) 2,000,000 unlisted Options with an exercise price of $0.25, expiring on 30 June 2023 ( Tranche 1 Woods Options ); and

• (b) 2,000,000 unlisted Options with an exercise price of $0.35, expiring on 30 June 2023 ( Tranche 2 Woods Options ).

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 as detailed in Section 5.1 above, Shareholder approval of which is sought pursuant to this Resolution 5.

5.3 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Woods Options to Mr Woods (or his nominee) constitutes giving a financial benefit and Mr Woods is a related party of the Company by virtue of being a Director.

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The Directors (other than Mr Woods who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Options because the agreement to issue the Options, reached as part of the remuneration package for Mr Woods, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

5.4

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 5 seeks the required Shareholder approval for the issue of the Options under and for the purposes of Listing Rule 10.11.

5.5 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Options to Mr Woods within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Options.

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 4,000,000;

• (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 $274,400 to $324,400 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.

6. BACKGROUND TO RESOLUTIONS 6 – 14: ACQUISITION AND PLACEMENT

6.1 Acquisition of Warriedar

On 23 October 2020, the Company announced that it had entered into a binding agreement ( Acquisition Agreement ) with the shareholders of Warriedar Mining Pty Ltd ( Warriedar ) ( Vendors ), pursuant to which the Company will acquire 100% of the issued capital of Warriedar ( Acquisition ).

Warriedar is the beneficial and legal holder of 11 granted mining tenements in Western Australia ( Tenements ) – the Eureka Gold Project comprising 5 Tenements and the Warriedar Gold Project comprising 6 Tenements (together, the Projects ).

In consideration for the Acquisition it is proposed that the Company will issue to the Vendors at settlement, subject to shareholder approval:

• (a) 29,550,000 Shares ( Consideration Shares ); and

• (b) 19,750,000 unlisted options, on the terms and conditions set out in Schedule 2 ( Consideration Options ).

The Company is seeking Shareholder approval for the issue of the Consideration Shares and Consideration Options pursuant to Resolutions 6 and 7 respectively.

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6.2 Placement

As a condition precedent to the Acquisition, the Company is required to undertake a placement to sophisticated and professional investors of 30,000,000 Shares at a price of $0.13 per Share, to raise $3,900,000 ( Placement ).

The Shares issued under the Placement will be issued in two tranches:

• (a) the first tranche comprises 5,173,287 Shares ( Tranche 1 Placement ), to be issued under the Company’s Listing Rule 7.1 placement capacity (ratification of which is sought pursuant to Resolution 10); and

• (b) the second tranche comprises 24,826,713 Shares ( Tranche 2 Placement ) and is subject Shareholder approval sought pursuant to Resolution 11.

The Directors intend to participate in the Placement on the same terms as the unrelated placement participants as follows:

• (a) Mr Brett Mitchell will be issued up to 769,231 Shares under Tranche 2 of the Placement to raise $100,000 (subject to Shareholder approval sought pursuant to Resolution 12);

• (b) Mr Nick Castleden will be issued up to 192,308 Shares to raise $25,000 (subject to Shareholder approval sought pursuant to Resolution 13); and

• (c) Mr Peter Woods will be issued up to 500,000 Shares to raise $65,000 (subject to Shareholder approval sought pursuant to Resolution 14).

The placement will be lead managed by Chieftain Securities Pty Ltd ( Chieftain ) who will receive a management fee of 1% and a placement fee of 5% of funds raised pursuant to the Placement.

6.3 Facilitation Fee

The Company has also agreed to pay Chieftain a facilitation fee in consideration for services provided to the Company in its capacity as corporate advisor and lead manage to the Placement as follows:

• (a) 2,000,000 Shares ( Facilitator Shares ), subject to shareholder approval pursuant to Resolution 8; and

• (b) 1,250,000 Options (on the terms and conditions set out in Schedule 2, excluding the vesting condition) ( Facilitator Options ), subject to Shareholder approval pursuant to Resolution 9.

The Company notes that Executive Director, Brett Mitchell, is also a director and shareholder of Chieftain. Mr Mitchell does not control Chieftain and therefore Chieftain is not considered a related party of the Company.

7. RESOLUTION 6 – APPROVAL TO ISSUE CONSIDERATION SHARES

7.1 General

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consideration Shares.

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Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Consideration Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Consideration Shares. In addition, the issue of the Consideration Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Consideration Shares. In addition, as Shareholder approval for the issue of the Consideration Shares is a condition precedent to the Acquisition, if Resolution 6 is not passed, the Company will not be able to proceed with the Acquisition on the current terms.

7.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 6:

• (a) the Shares will be issued to the Vendors (or their nominees) pro-rata to their existing holding in Warriedar;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Vendors are:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Shares to be issued is 29,550,000. The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares will be issued no later than 3 months 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 Consideration Shares will occur on the same date;

• (e) the Shares will be issued as part consideration for the Acquisition, as such, no funds will be raised from the issue;

• (f) the Shares are being issued to the Vendors under the Acquisition Agreement, a summary of which, is included in Schedule 3; and

• (g) the Shares are not being issued under, or to fund, a reverse takeover.

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8. RESOLUTION 7 – APPROVAL TO ISSUE CONSIDERATION OPTIONS

8.1 General

Resolution 7 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consideration Options.

Listing Rule 7.1 summarised in Section 7.1 above.

The proposed issue of the Consideration Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

8.2 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the issue of the Consideration Options. In addition, the issue of the Consideration Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the Consideration Options. In addition, as Shareholder approval for the issue of the Consideration Options is a condition precedent to the Acquisition, if Resolution 7 is not passed, the Company will not be able to proceed with the Acquisition on the current terms.

8.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 7:

• (a) the Options will be issued to the Vendors (or their nominees) pro-rata to their existing holding in Warriedar;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Vendors are:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Options to be issued is 19,750,000. The terms and conditions of the Options are set out in Schedule 2;

• (d) the Options will be issued no later than 3 months 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 Options will be issued as part consideration for the Acquisition;

• (f) the Options are being issued to the Vendors under the Acquisition Agreement, a summary of which, is included in Schedule 3; and

• (g) the Options are not being issued under, or to fund, a reverse takeover.

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9. RESOLUTIONS 8 AND 9 – APPROVAL TO ISSUE FACILITATOR SHARES AND FACILITATOR OPTIONS

9.1 General

Resolution 8 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Facilitator Shares.

Resolution 9 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Facilitator Options.

Listing Rule 7.1 is summarised in Section 7.1 above.

The proposed issue of the Facilitator Shares and Facilitator Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

9.2 Technical information required by Listing Rule 14.1A

If Resolutions 8 and 9 are passed, the Company will be able to proceed with the issue of the Facilitator Shares and Facilitator Options. In addition, the issue of the Facilitator Shares and Facilitator Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolutions 8 and 9 are not passed, the Company will not be able to proceed with the issue of the Facilitator Shares and Facilitator Options.

9.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolutions 8 and 9:

• (a) the Facilitator Shares and Facilitator Options will be issued to Chieftain;

• (b) the maximum number of:

• (i) Facilitator Shares to be issued is 2,000,000. The Facilitator Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (ii) Facilitator Options to be issued is 1,250,000. The terms and conditions of the Facilitator Options are set out in Schedule 2 (excluding the vesting conditions);

• (c) the Facilitator Shares and Facilitator Options will be issued no later than 3 months 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 Facilitator Shares and Facilitator Options will occur on the same date;

• (d) the Facilitator Shares and Facilitator Options are being issued in consideration for services provided by Chieftain as corporate advisor to the Acquisition and lead manager to the Placement;

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• (e) the Facilitator Shares and Facilitator Options are being issued under a corporate mandate with Chieftain. Under the mandate, Chieftain is appointed as lead manager to the Placement and in consideration for these services, the Company agrees to pay Chieftain the following fees:

• (i) capital raising fee – 5% of the funds raised under the Placement. Fee to be split among Canaccord Genuity Pty Ltd and authorised brokers. ($195,000 in total);

• (ii) management fee – 1% of the funds raised under the Placement ($39,000); and

• (iii) issue Chieftain the Facilitator Shares and Facilitator Options.

The Company will also reimburse Chieftain for all reasonable out of pocket expenses incurred in carrying out the engagement.

The mandate is otherwise made on customary terms;

(f) the Facilitator Shares and Facilitator Options are not being issued under, or to fund, a reverse takeover.

10. RESOLUTIONS 10 – RATIFICATION OF AGREEMENT TO ISSUE TRANCHE 1 PLACEMENT SHARES

10.1 General

The Company has agreed to issue 5,173,287 Shares under the Tranche 1 Placement at an issue price of $0.13 per Share to raise $672,527.

Resolution 10 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the agreement to issue Shares under the Tranche 1 Placement.

10.2 Listing Rules 7.1 and 7.1A

Listing Rule 7.1 is summarised in Section 7.1 above.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 4 being passed at this Meeting.

The issue of Shares under Tranche 1 of the Placement does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Shares.

10.3

Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made.

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If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the agreement to issue Shares under the Tranche 1 Placement.

10.4 Technical information required by Listing Rule 14.1A

If Resolutions 10 is passed, the agreement to issue Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

If Resolutions 10 is not passed, the agreement to issue Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 4 being passed at this Meeting.

10.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 10:

• (a) the Shares will be issued to professional and sophisticated investors ( Placement Recipients ) who are clients of Chieftain and shareholders of Warriedar. The recipients will be identified through a bookbuild process, involving Chieftain seeking expressions of interest to participate in the Placement from non-related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 5,173,287 Shares were agreed to be issued and the Shares issued will all be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were agreed to be issued on 19 October 2020. It is anticipated that the Shares will be issued on or about 30 October 2020;

• (e) the issue price per Share will be $0.13. The Company has not and will not receive any other consideration for the issue of the Shares;

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• (f) the purpose of the issue of the Shares is to raise $672,527, which will be applied towards the costs of the Acquisition, exploration expenditure on the Projects, assessment of the new and existing projects and for general working capital purposes; and

(g) the Shares are being issued under the Acquisition Agreement, a summary of which, is included in Schedule 3.

11. RESOLUTION 11 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

11.1 General

Resolution 11 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 24,826,713 Shares under the Tranche 2 Placement.

Listing Rule 7.1 is summarised in Section 7.1 above.

The proposed issue of Shares under the Tranche 2 Placement does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

11.2 Technical information required by Listing Rule 14.1A

If Resolution 11 is passed, the Company will be able to proceed with the issue of the Shares. In addition, the issue of the Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 11 is not passed, the Company will not be able to proceed with the issue of the Shares. In addition, as completion of the Placement is a condition precedent to the Acquisition, if Resolution 12 is not passed the Company will not be able to proceed with the Acquisition on the current terms.

11.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 11:

• (a) the Shares will be issued to the Placement Recipients. The Placement Recipients will be identified through a bookbuild process, which involves Chieftain seeking expressions of interest to participate in the Placement from non-related parties of the Company;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Placement Recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Shares to be issued is 24,826,713. The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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• (d) the Shares will be issued no later than 3 months 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 Shares will occur on the same date;

• (e) the issue price of the Shares will be $0.13 per Share. The Company will not receive any other consideration for the issue of the Shares;

• (f) the purpose of the issue of the Shares is to raise $3,227,472, which the Company intends to apply towards the costs of the Acquisition, exploration expenditure on the Projects, assessment of the new and existing projects and for general working capital purposes;

• (g) the Shares are being issued under the Acquisition Agreement, a summary of which, is included in Schedule 3; and

• (h) the Shares are not being issued under, or to fund, a reverse takeover.

12. RESOLUTIONS 12 – 14 – DIRECTOR PARTICIPATION IN PLACEMENT

12.1 General

As set out in Section 6.2 above, Directors Mr Brett Mitchell, Mr Nick Castleden and Mr Peter Woods wish to participate in the Placement on the same terms as unrelated participants in the Placement ( Participation ).

Accordingly, Resolutions 12 – 14 seek Shareholder approval for the issue of up to:

• (a) 769,231 Shares to Mr Brett Mitchell (or his nominee);

• (b) 192,308 Shares to Mr Nick Castleden (or his nominee) and

• (c) 500,000 Shares to Mr Peter Woods (or his nominee),

as a result of the Participation on the terms set out below.

12.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and Messrs Mitchell, Castleden and Woods are related parties of the Company by virtue of being a Directors.

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The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Messrs Mitchell, Castleden and Woods (or their nominees) on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

12.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 12 – 14 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

12.4 Technical information required by Listing Rule 14.1A

If Resolutions 12 – 14 are passed, the Company will be able to proceed with the issue of the Shares under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 11.3(f) above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 12 – 14 are not passed, the Company will not be able to proceed with the issue of the Shares to the Directors under the Placement. In such circumstances, the Company will seek to place the equivalent Shares to nonrelated parties, on the same terms as the Placement, to ensure that the relevant condition precedent under the Acquisition Agreement is satisfied.

12.5 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 Resolutions 12 – 14:

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• (a) the Shares will be issued to Messrs Mitchell, Castleden and Woods (or their nominees), who fall within the category set out in Listing Rule 10.11.1, as Messrs Mitchell, Castleden and Woods are each a related party of the Company by virtue of being a Director;

• (b) the maximum number of Shares to be issued is as follows:

• (i) Mr Brett Mitchell (or his nominee) is 769,231 Shares;

• (ii) Mr Nick Castleden (or his nominee) is 192,308 Shares; and

• (iii) Mr Peter Woods (or his nominee) is 500,000 Shares

• (c) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares 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 anticipated the Shares will be issued on the same date;

• (e) the issue price will be $0.13 per Share, being the same issue price as Shares issued to other participants in the Placement. The Company will not receive any other consideration for the issue of the Shares;

• (f) the purpose of the issue of Shares under the Participation is to raise capital, which the Company intends to use in the manner set out in Section 11.3(f) above;

• (g) the Shares to be issued under the Participation are not intended to remunerate or incentivise the Director;

• (h)

• the Shares are not being issued under an agreement; and

• (i) a voting exclusion statements is included in Resolutions 12, 13 and 14 of the Notice.

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GLOSSARY

• $ means Australian dollars.

• 7.1A Mandate has the meaning given in Section 4.1.

Acquisition means the Company’s acquisition of 100% of the issued share capital of Warriedar.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Chieftain means Chieftain Securities Pty Ltd (ACN 608 580 285).

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means TNT Mines Limited (ACN 107 244 039).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

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Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2020.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

Warriedar means Warriedar Mining Pty Ltd (ACN 641 982 096)

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS THE SUBJECT OF RESOLUTION 5

(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:

• (i) Tranche 1 Woods Options: $0.25; and

• (ii) Tranche 2 Woods Options: $0.35,

(together, the Exercise Prices )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 June 2023 ( 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

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.

(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

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• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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 transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – TERMS AND CONDITIONS OF OPTIONS THE SUBJECT OF RESOLUTIONS 7 AND 9

(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) Vesting Condition and Exercise Period

Resolution 7 only

The Options are exercisable at any time as follows:

• (i) 10,500,000 Options shall immediately be capable of vesting as and from issue; and

• (ii) 9,250,000 on and from the satisfaction of the following vesting conditions and prior to the Expiry Date ( Exercise Period ):

The Options shall vest subject to delineation of Inferred Mineral Resources (as that term is defined in JORC, 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves) of a total of not less than 100,000 ounces of gold at a grade greater than 1.5g/t on either of the Projects or in combination across both Projects, established from completion of new exploration activities to be undertaken by the Company from settlement of the Acquisition.

Resolution 9 only

The Options are not subject to any vesting conditions.

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.

(f) Exercise Date

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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.

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SCHEDULE 3 –ACQU ISITION AGREEMENT MATERIAL TERMS

Consideration

In consideration for the Acquisition, the Company agrees to issue the Vendors (or their nominee/s) at settlement: (a) subject to shareholder approval, 29,550,000 fully paid ordinary shares in the capital of the Company (Consideration Shares); and (b) subject to shareholder approval, 19,750,000 unlisted options with an exercise price of $0.25, expiring on 1 October 2024, of which 10,500,000 options shall not have any vesting conditions (Ordinary Options) and 9,250,000 Options shall vest subject to delineation of Inferred Mineral Resources (as that term is defined in JORC, 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves) of a total of not less than 100,000 ounces of gold at a grade greater than 1.5g/t on either of the Projects or in combination across both Projects, established from completion of new exploration activities to be undertaken by the Company from settlement of the Acquisition (Performance Options).

Conditions Precedent

The Acquisition is conditional upon satisfaction or waiver of the following conditions precedent (Conditions): (a) the completion of a placement to sophisticated and professional investors (Placement) by the Company of 30,000,000 ordinary shares (Placement Shares), at an issue price of $0.13 per Placement Share, raising $3,900,000. The Placement Shares will be issued in two tranches as follows: (i) 5,173,287 Placement Shares to be issued under TIN’s existing placement capacity pursuant to ASX Listing Rules 7.1 and 7.1A; and (ii) 24,826,713 Placement Shares to be issued subject to shareholder approval (Tranche 2 Placement Shares); (b) the Company receiving shareholder approval for the issue of the following securities, at a General Meeting of Shareholder to be held within 60 days of execution of the Acquisition agreement (General Meeting): (i) Consideration Shares; (ii) Ordinary Options and Performance Options; (iii) Tranche 2 Placement Shares; and (iv) 2,000,000 ordinary shares and 1,250,000 Ordinary Options to Chieftain Securities Pty Ltd in consideration for actingas the

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	Company’s corporate advisor to the transaction and lead manager to the Placement; (c) the parties obtaining any other regulatory, shareholder or third party consents or approvals as necessary to complete the transactions contemplated by this Agreement; and (d) there being no material adverse change to the parties prior to the satisfaction (or waiver) of the conditions precedent, as determined by the parties acting reasonably.
Completion	Completion of the Acquisition (Completion) will occur on the date which is five (5) business days after the satisfaction (or the Company’s waiver) of the Conditions.
Board and Management Representation	The Company agrees to appoint existing Warriedar directors, Mr Alexander Hewlett and Mr James Croser as Non-Executive Chairman and Non-Executive Director of the Company respectively, with effect from Completion. It is proposed that either of current Non-Executive Directors of the Company, Nick Castleden or Peter Woods will resign on Completion. In addition, the Company agrees to appoint Mr Matthew Boyes (existing CEO of Warriedar) as Chief Executive Officer of the Company, with effect from Completion.

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TNT Mines Ltd

ABN 67 107 244 039

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

TIN

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Saturday, 28 November 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I ND

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of TNT Mines Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 Annual General Meeting of TNT Mines Limited to be held at 1202 Hay Street, West Perth, WA 6005 on Monday, 30 November 2020 at 10:00am (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1 and 5 (except where I/we have indicated a different voting intention in step 2) even though Items 1 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1 and 5 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain 10 Ratification of Agreement to Issue Tranche 1 Placement Shares 11 Approval to Issue Tranche 2 Placement Shares 12 Issue of Shares - Director participation in Placement - Mr Brett Mitchell 13 Issue of Shares - Director participation in Placement - Mr Nick Castleden 14 Issue of Shares - Director participation in Placement - Mr Peter Woods
1 Adoption of Remuneration Report
2 Election of Director – Mr Peter Woods
3 Re-election of Director – Mr Brett Mitchell
4 Approval of 7.1A Mandate
5 Approval to Issue Options to Director – Mr Peter Woods
6 Approval to Issue Consideration Shares
7 Approval to Issue Consideration Options
8 Approval to Issue Facilitator Shares
9 Approval to Issue Facilitator Options

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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