DELTA LITHIUM LIMITED — Capital/Financing Update 2019

Jul 18, 2019

ASX Announcement 19 July 2019

==> picture [150 x 52] intentionally omitted <==

Completion of Acquisition of Metals of Americas

TNT Mines Ltd (ASX: TIN, ‘TNT’ or ‘the Company’) , is pleased to advise that it has completed the acquisition of Metals of Americas LLC (‘MOA’).

Accordingly, TNT now holds the rights to the Pelley Ridge licence and the Bromley licence in Montana USA, collectively referred to as the Pelley Ridge Zinc Project, a highly prospective advanced zinc exploration asset.

Please see attached Appendix 3B in respect of performance shares issued as the consideration for the MOA acquisition.

--ends—

For further information, please contact:

Media Enquiries TNT Mines Ltd Luke Forrestal Brett Mitchell Media and Capital Partners Executive Chairman +61 411 479 144 +61 8 6319 1900 luke.forrestal@mcpartners.com.au frontdesk@tntmines.com.au

==> picture [594 x 105] intentionally omitted <==

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

TNT Mines | ACN 107 244 039 | tntmines.com.au
----- End of picture text -----

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

TNT Mines Limited

ABN

67 107 244 039

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued Performance Shares 2 Number of[+] securities issued or to be issued (if known) or maximum number which may 6,750,000 Performance Shares be issued 3 Principal terms of the[+] securities (e.g. if options, exercise price and expiry date; if Performance Shares Upon the Company announcing a JORC compliant partly paid +securities, the amount resource estimate for the Pelley Ridge Project of at outstanding and due dates for payment; if least “indicated” status of at least 2 million tonnes +convertible securities, the conversion price of at least 6% Zn equivalent each Performance and dates for conversion) Share will convert into a Share on a one for one basis. Each Performance Share will expire on the date that is 48 months from issue if the milestone has not been achieved.

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in relation_ to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2	No – new class of securities, Performance Shares will be unlisted. Upon conversion of the Performance Shares new fully paid ordinary shares issued will rank equally in all respects with fully paid ordinary shares.
	Nil cash consideration – consideration for the acquisition of 100% of issued capital in Metals of Americas which holds the rights to the Pelley Ridge Zinc Project, as detailed in the Notice of Meeting dated 24 May 2019 and following shareholder approval at the general meeting dated 2 July 2019
	Acquisition of 100% issued capital in Metals of Americas which holds the rights to the Pelley Ridge Zinc Project as set out in the Company’s Notice of Meeting dated 24 May 2019 and following shareholder approval at the general meeting dated 2 July 2019.
	Yes
	29 November 2018
	Nil
	Nil
	6,750,000 Performance Shares as approved at the general meeting held 2 July 2019.
	N/A

6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. N/A 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 4,573,287 under rule 7.1 3,048,858 under rule 7.1A 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 19 July 2019 Number +Class 8 Number and+class of all+securities quoted on ASX (including_the+securities in section 2 if applicable) 30,488,584 Fully Paid Ordinary Shares Number +Class 9 Number and+class of all +securities not quoted on ASX (_including the +securities in section 2 if applicable) 12,000,000 8,000,000 6,750,000 Unlisted Options exercisable at $0.25 expiring 24 October 2021 Unlisted Options exercisable at $0.25 expiring 30 June 2023 Performance Shares 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The Company does not have a dividend policy	6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. N/A 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 4,573,287 under rule 7.1 3,048,858 under rule 7.1A 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 19 July 2019 Number +Class 8 Number and+class of all+securities quoted on ASX (including_the+securities in section 2 if applicable) 30,488,584 Fully Paid Ordinary Shares Number +Class 9 Number and+class of all +securities not quoted on ASX (_including the +securities in section 2 if applicable) 12,000,000 8,000,000 6,750,000 Unlisted Options exercisable at $0.25 expiring 24 October 2021 Unlisted Options exercisable at $0.25 expiring 30 June 2023 Performance Shares 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The Company does not have a dividend policy	N/A	N/A	N/A
		N/A
		4,573,287 under rule 7.1 3,048,858 under rule 7.1A
		19 July 2019
		Number		+Class
		30,488,584		Fully Paid Ordinary Shares
	Number		+Class
	12,000,000 8,000,000 6,750,000		Unlisted Options exercisable at $0.25 expiring 24 October 2021 Unlisted Options exercisable at $0.25 expiring 30 June 2023 Performance Shares
	The Company does not have a dividend policy

Part 2 - Pro rata issue

11 Is security holder approval required? N/A 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will be N/A offered

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

ntities that have ticked box 34(b)
38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: 1. the date from which they do 2. the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment 3. the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) 42 Number and+class of all+securities quoted on ASX (including the +securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ........................................................... Date 19 July 2019 (Company Secretary)

Print name: Lauren Nelson

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

art 1	art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	28,528,737 Ordinary Fully Paid Shares
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	1 Nov 2017 – 1,709,847 Ordinary Fully Paid Shares (escrowed until 1 November 2019) 18 Dec 2018 – 150,000 Ordinary Fully Paid Shares 6 March 2019 – 100,000 Ordinary Fully Paid Shares
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	30,488,584

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	4,573,287
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not_ counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	0
“C”	0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	4,573,287
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	4,573,287 [Note: this is the remaining placement capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
“A” x 0.15	4,573,287
Note: number must be same as shown in Step 2
Subtract“C”	0
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	4,573,287
	[Note: this is the remaining placement capacity
	under rule 7.1]

Part 2

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	30,488,584
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	3,048,858
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	0
“E”	0

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	3,048,858
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	3,048,858 [Note: this is the remaining placement capacity under rule 7.1A]

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013