DELTA LITHIUM LIMITED — Proxy Solicitation & Information Statement 2020

Jun 17, 2020

TNT MINES LIMITED

ACN 107 244 039

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00AM (WST) DATE : Wednesday, 22 July 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 5:00pm (WST) on Monday, 20 July 2020.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 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 issue of 500,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely the Vendors) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF 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 issue of 3,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely the Vendors) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (d) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (e) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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3. RESOLUTION 3 – APPROVAL TO ISSUE PERFORMANCE RIGHTS PURSUANT TO THE ACQUISITION

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 1,750,000 Performance Rights on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of 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 Vendors) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated: 18 JUNE 2020

By order of the Board

Lauren Nelson Company Secretary

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Voting in person

To vote in person, Shareholders are able to attend the Meeting at the time, date and place set out above. In light of on the status of the evolving COVID-19 situation and easing of Government restrictions on public gatherings in place at the time of the Notice and the number of Shareholders that normally attend Shareholder meetings for the Company the Directors have made a decision that Shareholders will be able to physically attend the Meeting in person and accordingly, have arranged an appropriate meeting venue. If the Government restrictions and corresponding decision of the Director’s changes prior to the Meeting the Directors will update Shareholders via the Company’s ASX platform.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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.

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. BACKGROUND TO THE RESOLUTIONS

On 11 May 2020, the Company announced that it had entered into a binding agreement ( Preliminary Agreement ) with Vanacorp Aust Pty Ltd ( Vanacorp ) and Mr Peter Rossiter Woods (the sole shareholder of Vanacorp at that time) ( PRW ), pursuant to which the Company will acquire 100% of the issued capital of Vanacorp and Vanacorp USA LLC, which owns a 100% interest in 200 unpatented lode claims (~4,000 acres/16km2) prospective for uranium and vanadium located in the Dry Valley/East Canyon mining district of South East Utah, USA (together, the East Canyon Project ) ( Acquisition ).

The East Canyon claims contain known high-grade uranium and vanadium mineralisation and include the historic None Such Mine. The claims are targeted to an area with known historical workings, historic drill intercepts and historic production for both uranium and vanadium. Field work carried out in 2018 and 2019 yielded highly encouraging results that warrant follow-up exploration. Further details of the East Canyon Project can be found in the Company’s ASX announcement dated 11 May 2020.

Pursuant to the Preliminary Agreement, in consideration for the payment of a $25,000 exclusivity fee and issue of 500,000 Shares ( Exclusivity Shares ), the Company was granted a 14 day period ( Exclusivity Period ) in which to conduct due diligence on Vanacorp and its assets (including the East Canyon Project) ( Due Diligence ). Completion of the Acquisition was conditional on completion of the Due Diligence (to the absolute satisfaction of the Company) and entry into the Acquisition Agreement (defined below) prior to the end of the Exclusivity Period. Otherwise, the Preliminary Agreement contained the same material terms and conditions as the Acquisition Agreement, as summarised in Schedule 1.

Shortly after the Preliminary Agreement was executed, Vanacorp’s ownership structure was varied such that, as at the date of the Acquisition Agreement, the shares in Vanacorp were held 50% by Blackbird Capital Pty Ltd (ACN 606 800 775) as trustee for the Blackbird Trust and 50% by Peter James Woods ( PJW ) (together, the Vendors ). PRW is the sole shareholder of Blackbird Capital Pty Ltd and sole beneficiary of the Blackbird Trust and PJW is the father of PRW.

On 22 May 2020, the Company, Vanacorp and the Vendors entered into a share sale agreement (which was varied on 15 June 2020) to more fully document the terms and conditions of the Acquisition ( Acquisition Agreement ). The material terms and conditions of the Acquisition Agreement are set out in Schedule 1.

The Acquisition was completed on 15 June 2020.

The consideration payable to the Vendors for the Acquisition is comprised of:

(a) 3,500,000 Shares, that were issued on 18 June 2020 ( Consideration Shares ); and

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• (b) 1,750,000 performance rights on the terms and conditions set out in Schedule 2 of this Notice ( Performance Rights ), that are proposed to be issued as a condition subsequent to completion, subject to either:

• (i) the receipt of shareholder approval for the issue of the Performance Rights for the purposes of Listing Rule 7.1; or

• (ii) the receipt of shareholder approval to ratify the issue of the Consideration Shares for the purposes of Listing Rule 7.4.

Pursuant to this Notice of Meeting, the Company is seeking Shareholder approval to ratify the issue of the Exclusivity Shares (Resolution 1) and Consideration Shares (Resolution 2) for the purposes of Listing Rule 7.4 and issue the Performance Rights for the purposes of Listing Rule 7.1 (Resolution 3).

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

2.1 General

On 13 May 2020, the Company issued the Exclusivity Shares to PRW (or his nominee/s), as part consideration for the grant of an exclusivity period in which to conduct due diligence on Vanacorp and the East Canyon Project, as detailed in section 1 above.

Broadly speaking, and subject to a number of exceptions set out in Listing Rule 7.2 ( 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 12 month period.

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 obtained approval to increase its limit to 25% at the annual general meeting held on 29 November 2019.

The issue of the Exclusivity Shares does not fit within any of the Exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Exclusivity Shares.

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. 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, Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Exclusivity Shares.

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2.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Exclusivity 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 with Shareholder approval over the 12 month period following the date of issue of the Exclusivity Shares.

If Resolution 1 is not passed, the Exclusivity 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 that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Exclusivity Shares.

2.3 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 1:

• (a) the Shares were issued to PRW (or his nominee/s), who was not a related party of the Company at the time of the issue;

• (b) 500,000 Shares were issued and the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Shares were issued on 13 May 2020; the Shares were issued for nil cash consideration as part consideration for the grant of the Exclusivity Period. The Company has not and will not receive any other consideration for the issue of the Exclusivity Shares;

• (d) the Shares were issued to PRW (or his nominee/s) under the Preliminary Agreement, a summary of which is set out in Section 1; and

• (e) a voting exclusion statement is included in Resolution 1 of the Notice.

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES

3.1 General

On 18 June 2020, the Company issued the Consideration Shares to the Vendors (or their nominee/s), as part consideration for the Acquisition, as detailed in section 1 above.

A summary of Listing Rules 7.1 and 7.4 is set out in Section 2.1 above.

The issue of the Consideration Shares does not fit within any of the Exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Consideration Shares.

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, Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Consideration Shares.

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3.2 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Consideration 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 with Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.

If Resolution 2 is not passed, the Consideration 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 that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.

Further, as detailed in Section 1, the issue of the Performance Rights is subject to the passing of Resolution 2 or Resolution 3. If Resolution 3 is not passed, and assuming Resolution 2 is passed, the Company is required to issue the Performance Rights within 10 business days of the Meeting, under its refreshed placement capacity pursuant to Listing Rule 7.1. If Resolutions 2 and 3 are not passed, the Company has agreed to a cash and/or equivalent consideration package (as mutually agreed with the Vendors) of the higher of (i) $175,000, or (ii) the value of 1,750,000 Shares (based on a price per Share equal to the volume weighted average price of Shares for the 10 trading days immediately prior to the date of the Meeting), in lieu of the issue of the Performance Rights, payable within 25 business days of the Meeting.

3.3 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 2:

• (a) the Shares were issued to the Vendors (or their nominee/s);

• (b) 3,500,000 Shares were issued and the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Shares were issued on 18 June 2020; the Shares were issued for nil cash consideration as part consideration for the Acquisition. The Company has not and will not receive any other consideration for the issue of the Consideration Shares;

• (d) the Shares were issued to the Vendors (or their nominee/s) under the Acquisition Agreement. A summary of the material terms of the Acquisition Agreement is set out in Schedule 1; and

• (e) a voting exclusion statement is included in Resolution 2 of the Notice.

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4. RESOLUTION 3 – APPROVAL TO ISSUE PERFORMANCE RIGHTS PURSUANT TO THE ACQUISITION

4.1 General

Resolution 3 seeks Shareholder approval for the issue of the Performance Rights to the Vendors (or their nominee/s), as part consideration for the Acquisition, as detailed in section 1 above.

As summarised in Section 2.1 above, 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 Performance Rights does not fall within any of the Exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

As the Vendors are only related parties by reason of the Acquisition, the Company will not require Listing Rule 10.11 approval for the issue of the Performance Rights as it will rely on Listing Rule 10.12 (Exception 12).

4.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Performance Rights. In addition, the issue of the Performance Rights 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.

Pursuant to the Acquisition Agreement, if Resolution 3 is not passed, and assuming Resolution 2 is passed, the Company is required to issue the Performance Rights within 10 business days of the Meeting, under its refreshed placement capacity pursuant to Listing Rule 7.1. If Resolutions 2 and 3 are not passed, the Company has agreed to a cash and/or equivalent consideration package (as mutually agreed with the Vendors) of the higher of (i) $175,000, or (ii) the value of 1,750,000 Shares (based on a price per Share equal to the volume weighted average price of Shares for the 10 trading days immediately prior to the date of the Meeting), in lieu of the issue of the Performance Rights, payable within 25 business days of the Meeting.

4.3 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 3:

• (a) the Performance Rights will be issued to the Vendors (or their nominee/s). As the Vendors are only related parties by reason of the Acquisition, the Company will not require Listing Rule 10.11 approval for the issue of the Performance Rights as it will rely on Listing Rule 10.12 (Exception 12);

• (b) the maximum number of Performance Rights to be issued is 1,750,000. The terms and conditions of the Performance Rights are set out in Schedule 2;

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• (c) the Performance Rights 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 Performance Rights will occur on the same date;

• (d) the Performance Rights will be issued for nil cash consideration, in part consideration for the proposed Acquisition;

• (e) the Performance Rights are being issued to the Vendors (or their nominee/s) under the Acquisition Agreement. A summary of the material terms of the Acquisition Agreement is set out in Schedule 1;

• (f) the Performance Rights are not being issued under, or to fund, a reverse takeover; and

• (g) a voting exclusion statement is included in Resolution 3 of the Notice.

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GLOSSARY

$ means Australian dollars.

Acquisition means the Company’s proposed acquisition of 100% of the issued capital of Vanacorp Aust Pty Ltd.

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.

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

Consideration Share has the meaning set out in Section 1.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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.

Performance Right has the meaning given in Section 1.

Proxy Form means the proxy form accompanying the Notice.

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.

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

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SCHEDULE 1 – SUMMARY OF ACQUISITION AGREEMENT

• (a) ( Consideration ): The consideration payable for the Acquisition is:

• (i) 3,500,000 Shares, issued at settlement (which occurred on 18 June 2020); and

• (ii) 1,750,000 performance rights ( Performance Rights ) that shall each convert into one Share upon a JORC compliant report being published by the Company detailing drill holes which have been drilled by the Company intersecting, (i) at least one metre of an ore grade of greater than or equal to 0.2% U3O8 on any of the East Canyon Project claims, or (ii) at least two metres of an ore grade of greater than or equal to 0.1% U3O8 on any of the East Canyon Project claims, issued as a condition subsequent to settlement, subject to the passing of either Resolution 2 or Resolution 3.

  • If Resolution 3 is not passed, and assuming Resolution 2 is passed, the Company is required to issue the Performance Rights within 10 business days of the Meeting, under its refreshed placement capacity pursuant to Listing Rule 7.1. If Resolutions 2 and 3 are not passed, the Company has agreed to a cash and/or equivalent consideration package (as mutually agreed with the Vendors) of the higher of (i) $175,000, or (ii) the value of 1,750,000 Shares (based on a price per Share equal to the volume weighted average price of Shares for the 10 trading days immediately prior to the date of the Meeting), in lieu of the issue of the Performance Rights, payable within 25 business days of the Meeting.

• (b) ( Voluntary Escrow ): The Performance Rights (including any Shares issued on conversion) shall be subject to a voluntary escrow period of 6 months from their date of issue.

• (c) ( Royalty ): On and from settlement, the Company has granted PRW (or his nominee) a royalty of 2% of the net smelter return on all minerals, mineral products and concentrates extracted, produced and sold from the East Canyon Project.

• (d) ( Work program ): On and from settlement, the Company shall commit a minimum of US$100,000 to immediately commence field work on the East Canyon Project, including rock chip samples, trenching, mapping, soil and channel sampling in preparation for a drilling program and evaluation of other potential acquisition targets in the surrounding areas.

• (e) ( Board Appointment ): PRW was appointed as a Non-Executive Director of the Company, effective from settlement.

The Acquisition Agreement otherwise contains terms and conditions considered standard for an agreement of this nature.

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

• (a) ( Milestones ): The Performance Rights will vest upon a JORC compliant report being published by the Company detailing drill holes which have been drilled by the Company intersecting, (i) at least one metre of an ore grade of greater than or equal to 0.2% U3O8 on any of the Claims, or (ii) at least two metres of an ore grade of greater than or equal to 0.1% U3O8 on any of the Claims ( Milestone ).

• (b) ( Notification to holder ): The Company shall notify the holder in writing when the Milestone has been satisfied.

• (c) ( Conversion ): Upon satisfaction of the Milestone, each Performance Right will, at the election of the holder, convert into one fully paid ordinary share in the capital of the Company ( Share ).

• (d) ( Lapse of a Performance Right ): If the Milestone attaching to a Performance Right has not been satisfied on or before 31 December 2021 ( Milestone Date ), it will automatically lapse on the Milestone Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights.

Any Performance Right not converted before 31 December 2022 ( Expiry Date ) shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights.

• (e) ( Share ranking ): All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

• (f) ( Quotation ): The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the conversion of vested Performance Rights on ASX within the period required by the ASX Listing Rules.

• (g) ( Issue of Shares ): Within 5 business days of the Company receiving a notice of conversion from the holder to convert Performance Rights into Shares, the Company will:

• (i) issue the Shares pursuant to the conversion of the Performance Rights;

• (ii) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (iii) apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights within the period required by the Listing Rules.

If the Company is unable to give ASX a notice in accordance with sub-clause (ii) and unless otherwise agreed with the holder of the Performance Rights, the Company must, within 20 business days of receipt of a notice of conversion, issue a prospectus pursuant to section 708A(11) of the Corporations Act to ensure that Shares issued on conversion of the Performance Rights may be traded within 12 months of their issue.

• (h) ( Transfer of Performance Rights ): A Performance Right is not transferable.

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• (i) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

• (j) ( Adjustment for bonus issue ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

• (k) ( Adjustment for reconstruction ): If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right (including the vesting conditions) are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (l) ( Dividend and Voting Rights ): A Performance Right does not confer upon the holder an entitlement to vote or receive dividends.

• (m) ( No rights to return of capital ) A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (n) ( Rights on winding up ) A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

• (o) ( No other rights ) A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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PROXY FORM

TNT MINES LIMITED ACN 107 244 039 GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 1202 Hay Street West Perth WA 6005, on Wednesday, 22 July 2020 at 10:00AM WST, and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Ratification of Prior Issue of Shares
Resolution 2	Ratification of Prior Issue of Shares
Resolution 3	Approval to Issue Performance Rights Pursuant to the Acquisition

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:				%
Signature of Shareholder(s):
Individual or Shareholder 1		Shareholder 2	Shareholder 3
Sole Director/Company Secretary		Director	Director/Company Secretary
Date:
Contact name:		Contact ph (daytime):
		Consent for contact by e-mail
E-mail address:		in relation to this Proxy Form:		YES		NO

Instructions for completing Proxy Form

1. Appointing a proxy

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2. Direction to vote

A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. Compliance with Listing Rule 14.11

In accordance to Listing Rule 14.11, if you hold Shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the Shares, you are required to ensure that the person(s) or entity/entities for which you hold the Shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the Company that you are in compliance with Listing Rule 14.11.

4.

Signing instructions :

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

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

• Power of attorney : If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• Companies : Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

5. Attending the Meeting

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

6. Lodgement of Proxy Form

Proxy forms can be lodged:

(a) by completing and signing the enclosed Proxy Form and returning by:

(i) post to TNT Mines Ltd, PO Box 1976, West Perth WA 6872;

(ii) hand delivering to 1202 Hay Street, West Perth WA 6005; or

• (iii) email to the Company at frontdesk@tntmines.com.au ;

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.