DELTA LITHIUM LIMITED — Capital/Financing Update 2020

Oct 22, 2020

Proposed issue of securities

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Announcement Summary

Entity name

TNT MINES LIMITED

Announcement Type

New announcement

Date of this announcement

Friday October 23, 2020

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Unlisted Options exercisable at $0.25 expiring 1 October	19,750,000
	2024
n/a	Unlisted Options exercisable at $0.25 expiring 1 October	1,250,000
	2024
TIN	ORDINARY FULLY PAID	56,376,713

Proposed +issue date

Monday November 30, 2020

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

TNT MINES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

67107244039

1.3 ASX issuer code

TIN

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday October 23, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Monday November 30, 2020	actual?	received/condition met?
		Actual

Comments

29,550,000 ordinary shares and 19,750,000 unlisted options exercisable at 25c expiring 1 October 2024 for the acquisition of Warriedar Mining Pty Ltd, which owns the Eureka Gold Project near Kalgoorlie in the Western Australian Goldfields and the Warriedar Gold Project in WAs Murchison region.

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Monday November 30, 2020	actual?	received/condition met?
		Actual

Comments

2,000,000 ordinary shares and 1,250,000 unlisted options exercisable at 25c expiring 1 October 2024 to be issued to the Company's Lead Manager and Corporate Advisor as part payment of fees.

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Monday November 30, 2020	actual?	received/condition met?
		Actual

Comments

Remaining shares from the Company's placement (Tranche 2) of 24,826,713 shares will be subject to shareholder approval.

Part 7B - Issue details

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Proposed issue of securities

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description TIN : ORDINARY FULLY PAID Number of +securities proposed to be issued 29,550,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

For the acquisition of 100% of Warriedar Mining Pty Ltd, which owns the Eureka Gold Project near Kalgoorlie in the Western Australian Goldfields and the Warriedar Gold Project in WAs Murchison region. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 3,841,500.000000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Unlisted Options exercisable at $0.25 expiring 1 October 2024

+Security type

Options

Number of +securities proposed to be issued

19,750,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

For the acquisition of 100% of Warriedar Mining Pty Ltd, which owns the Eureka Gold Project near Kalgoorlie in the Western Australian Goldfields and the Warriedar Gold Project in WAs Murchison region.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

2,359,975.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.2500 Tuesday October 1, 2024

Details of the type of +security that will be issued if the option is exercised

TIN : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One Unlisted Option will be exercised into One Fully Paid Ordinary Share (ASX:TIN)

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The unlisted options will have an exercise price of $0.25 expiring on 1 October 2024, with 10.5 million carrying no vesting conditions and 9.25 million vesting only upon the delineation of an inferred mineral resource of not less than 100,000 ounces of gold at a grade greater than 1.5 g/t Au at the Projects. Detailed terms and conditions of the unlisted options to be included in the Company's Notice of Annual General Meeting to be released to shareholders next week. Terms and conditions are also noted in the release dated 23 October 2020.

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

TIN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

2,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Part payment of fees to be issued to the Company's Lead Manager and Corporate Advisor.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 260,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

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Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Unlisted Options exercisable at $0.25 expiring 1 October 2024 +Security type Options Number of +securities proposed to be issued 1,250,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

1,250,000 unlisted options to be issued to the Company's Lead Manager and Corporate Advisor as part payment of fees.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 133,500.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.2500 Tuesday October 1, 2024

Details of the type of +security that will be issued if the option is exercised TIN : ORDINARY FULLY PAID

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Number of securities that will be issued if the option is exercised

One Unlisted Option will be exercised into One Fully Paid Ordinary Share (ASX:TIN)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Detailed terms and conditions of the unlisted options to be included in the Company's Notice of Annual General Meeting to be released to shareholders shortly, terms are also noted in the release dated 23 October 2020.

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

TIN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

24,826,713

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid? AUD - Australian Dollar

What is the issue price per +security? AUD 0.13000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Monday November 30, 2020

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Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

Monday November 30, 2020

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Chieftain Securities Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Detailed in Part 7B plus 1% management fee and 5% fee on funds raised to lead manager. 5% fee on funds raised to authorised broker.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

For the acquisition of 100% of Warriedar Mining Pty Ltd, which owns the Eureka Gold Project near Kalgoorlie in the Western Australian Goldfields, the Warriedar Gold Project in WA's Murchison region and general working capital costs.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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