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DELTA LITHIUM LIMITED Proxy Solicitation & Information Statement 2021

Aug 16, 2021

64775_rns_2021-08-16_84d35da9-b0ab-4b24-8040-ac4f96d53021.pdf

Proxy Solicitation & Information Statement

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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 : Thursday, 16 September 2021 PLACE : Suite 1, 414 Rokeby Road Subiaco WA 6008

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 Tuesday, 14 September 2021.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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 14,021,171 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A

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 9,603,858 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE 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 11,374,971 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – ISSUE OF SHARES TO ALEXANDER HEWLETT

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 333,333 Shares to Alexander Hewlett (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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5. RESOLUTION 5 – ISSUE OF SHARES TO BRETT MITCHELL

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 333,333 Shares to Brett Mitchell (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

6. RESOLUTION 6 – ISSUE OF SHARES TO JAMES CROSER

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 333,333 Shares to James Croser (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

7. RESOLUTION 7 – ISSUE OF SHARES TO NADER EL SAYED

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 333,333 Shares to Nader El Sayed (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

8. RESOLUTION 8 – CHANGE OF COMPANY NAME

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

“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Red Dirt Metals Limited .”

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9. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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 384,616 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

10. RESOLUTION 10 – ISSUE OF OPTIONS TO ALEXANDER HEWLETT

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Alexander Hewlett (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

11. RESOLUTION 11 – ISSUE OF OPTIONS TO BRETT MITCHELL

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Brett Mitchell (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

12. RESOLUTION 12 – ISSUE OF OPTIONS TO JAMES CROSER

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to James Croser (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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13. RESOLUTION 13 – ISSUE OF OPTIONS TO NADER EL SAYED

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Nader El Sayed (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Dated: 10 August 2021

By order of the Board

==> picture [106 x 35] intentionally omitted <==

Steven Wood Company Secretary

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Voting Prohibition Statements

Resolution 4 – Issue of
Shares to Alexander
Hewlett		 In accordance with section 224 of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of
a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a
related party (Resolution 4 Excluded Party). However, the above
prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 4 Excluded
Party.
In accordance with section 250BD of the Corporations Act, 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.
Provided the Chair is not a Resolution 4 Excluded Party, 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.
Resolution 5 – Issue of
Shares to Brett Mitchell		 In accordance with section 224 of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of
a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a
related party (Resolution 5 Excluded Party). However, the above
prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 5 Excluded
Party.
In accordance with section 250BD of the Corporations Act, 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.
Provided the Chair is not a Resolution 5 Excluded Party, 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.

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Resolution 6 – Issue of
Shares to James Croser		 In accordance with section 224 of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of
a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a
related party (Resolution 6 Excluded Party). However, the above
prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 6 Excluded
Party.
In accordance with section 250BD of the Corporations Act, 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.
Provided the Chair is not a Resolution 6 Excluded Party, 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.
Resolution 7 – Issue of
Shares to Nader El Sayed		 In accordance with section 224 of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of
a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a
related party (Resolution 7 Excluded Party). However, the above
prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 7 Excluded
Party.
In accordance with section 250BD of the Corporations Act, 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.
Provided the Chair is not a Resolution 7 Excluded Party, 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.
Resolution 10 – Issue of
Options to Alexander
Hewlett		 In accordance with section 224 of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of
a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a
related party (Resolution 10 Excluded Party). However, the above

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prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 10 Excluded
Party.
In accordance with section 250BD of the Corporations Act, 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.
Provided the Chair is not a Resolution 10 Excluded Party, 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.
Resolution 11 – Issue of
Options to Brett Mitchell		 In accordance with section 224 of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of
a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a
related party (Resolution 11 Excluded Party). However, the above
prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 11 Excluded
Party.
In accordance with section 250BD of the Corporations Act, 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.
Provided the Chair is not a Resolution 11 Excluded Party, 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.
Resolution 12 – Issue of
Options to James Croser		 In accordance with section 224 of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of
a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a
related party (Resolution 12 Excluded Party). However, the above
prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 12 Excluded
Party.
In accordance with section 250BD of the Corporations Act, a

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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.
Provided the Chair is not a Resolution 12 Excluded Party, 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.
Resolution 13 – Issue of
Options to Nader El
Sayed		 In accordance with section 224 of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of
a related party of the Company to whom the Resolution would
permit a financial benefit to be given, or an associate of such a
related party (Resolution 13 Excluded Party). However, the above
prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 13 Excluded
Party.
In accordance with section 250BD of the Corporations Act, 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.
Provided the Chair is not a Resolution 13 Excluded Party, 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.

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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 –
Ratification of prior issue
of Shares		 A person who participated in the issue or is a counterparty to the
agreement being approved or an associate of that person or those
persons.
Resolution 2 –
Ratification of prior issue
of Shares		 A person who participated in the issue or is a counterparty to the
agreement being approved or an associate of that person or those
persons.
Resolution 3 – Approval
to issue 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) or an associate of that person (or those persons).
Resolution 4 – Issue of
Shares to Alexander
Hewlett		 Alexander Hewlett (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.
Resolution 5 – Issue of
Shares to Brett Mitchell		 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.
Resolution 6 – Issue of
Shares to James Croser		 James Croser (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.
Resolution 7 – Issue of
Shares to Nader El Sayed		 Nader El Sayed (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.
Resolution 9 –
Ratification of prior issue
of Shares		 A person who participated in the issue or is a counterparty to the
agreement being approved, or an associate of that person or those
persons.
Resolution 10 – Issue of
Options to Alexander
Hewlett		 Alexander Hewlett (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.
Resolution 11 – Issue of
Options to Brett Mitchell		 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.
Resolution 12 – Issue of
Options to James Croser		 James Croser (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.
Resolution 13 – Issue of
Options to Nader El
Sayed		 Nader El Sayed (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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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.

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 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 STATEMEN T

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

1.1 Placement

As announced on 30 June 2021, the Company has received firm commitments from existing and new institutional and significant sophisticated investors for a capital raising of $5,250,000 (before costs), by way of the issue of 35,000,000 Shares at $0.15 per Share ( Placement ). The Placement will settle in two tranches.

The first tranche of 23,625,029 Shares was issued within the Company’s existing ASX Listing Rule 7.1 and 7.1A placement capacity. 14,021,171 Shares were issued under the 7.1 capacity and 9,603,858 Shares were issued under the 7.1A capacity.

The second tranche of 11,374,971 Shares will be settled subject to shareholder approval, the subject of Resolution 3. The second tranche includes a total of 1,333,332 Shares to be issued to Directors of the Company (or their nominee). The issue of these Shares are the subject of Resolutions 4 to 7.

Funds raised under the Placement will be used primarily for drilling at the new Reids North prospect, follow up RC drilling at Eureka South and for general working capital.

1.2 Lead manager

The Company engaged the services of Chieftain Securities Pty Ltd (ACN 608 580 285) (AFSL 492850) ( Chieftain ) to act as Lead Manager and manage the issue of the Placement Shares. The Company has agreed to pay Chieftain a placement fee of 4% plus GST on funds raised by Chieftain through the Placement and a 2% management fee on total funds raised through the Placement.

The Company will pay Chieftain a total of up to $315,000, being 6% of the total funds raised through the Placement

Under the terms of the Lead Manager engagement, Chieftain has agreed that they will be responsible for paying all capital raising fees that Chieftain and the Company agree with any other financial services licensees in relation to the Placement.

The Company notes that non-executive Director Brett Mitchell is also a director of Chieftain. The Company confirms that Brett Mitchell is not in a position to control Chieftain and the terms of the Lead Manager mandate were negotiated at arm’s length.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES - LISTING RULES 7.1 AND 7.1A

2.1 General

On 6 July 2021, the Company issued 23,625,029 Shares at an issue price of $0.15 per Share to raise $3,543,754 ( Tranche 1 Placement Shares ).

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14,021,171 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 9,603,858 Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 30 November 2020.

2.2

Listing Rules 7.1 and 7.1A

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 12 month period.

Under Listing Rule 7.1A however, 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 30 November 2020.

The issue of the Tranche 1 Placement Shares 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 Tranche 1 Placement Shares.

2.3

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. 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 issue of the Tranche 1 Placement Shares.

Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

2.4

Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the Tranche 1 Placement 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 Tranche 1 Placement Shares.

If Resolutions 1 and 2 are not passed, the Tranche 1 Placement 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 Tranche 1 Placement Shares.

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2.5 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 Resolutions 1 and 2:

  • (a) the Tranche 1 Placement Shares were issued to professional and sophisticated investors introduced by Chieftain. The recipients were identified through a bookbuild process, which involved Chieftain seeking expressions of interest to participate in the capital raising 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 were:

  • (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) 23,625,029 Tranche 1 Placement Shares were issued on the following basis:

  • (i) 14,021,171 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and

  • (ii) 9,603,858 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);

  • (d) the Tranche 1 Placement 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;

  • (e)

  • the Tranche 1 Placement Shares were issued on 6 July 2021;

  • (f) the issue price was $0.15 per Tranche 1 Placement Shares under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Placement Shares;

  • (g) the purpose of the issue of the Tranche 1 Placement Shares was to raise $3,543,754, which will be used primarily for drilling at the new Reids North prospect, follow up RC drilling at Eureka South and for general working capital; and

  • (h) the professional and sophisticated investors who were issued Tranche 1 Placement Shares, committed to participate in the Placement on the terms set out in this Section 2.5.

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3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES

3.1 General

The Company is proposing to issue 11,374,971 Shares at an issue price of $0.15 per Share to raise up to $1,706,246 ( Tranche 2 Placement Shares ).

As summarised in Section 2.2 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 Tranche 2 Placement 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.

3.2 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 Tranche 2 Placement Shares. In addition, the issue of the Tranche 2 Placement 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 3 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares.

3.3 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) 10,041,639 of the Tranche 2 Placement Shares will be issued to professional and sophisticated investors, who have been introduced by Chieftain. The recipients were identified through a bookbuild process, which involved Chieftain seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

  • (b) 1,333,332 of the Tranche 2 Placement Shares will be issued to the Directors of the Company (or their nominees):

  • (i) 333,333 Shares will be issue to Alexander Hewlett (pursuant to resolution 4);

(ii) 333,333 Shares will be issue to Brett Mitchell (pursuant to resolution 5);

  • (iii) 333,333 Shares will be issue to James Croser (pursuant to resolution 6); and

(iv) 333,333 Shares will be issue to Nader El Sayed (pursuant to resolution 7);

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  • (c) in accordance with paragraph 7.2 of ASX Guidance Note 21 and other than as disclosed, 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;

  • (d) the maximum number of Tranche 2 Placement Shares to be issued is 11,374,971. The Tranche 2 Placement 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;

  • (e) the Tranche 2 Placement 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 Tranche 2 Placement Shares will occur on the same date;

  • (f) the issue price of the Tranche 2 Placement Shares will be $0.15 per Tranche 2 Placement Shares. The Company will not receive any other consideration for the issue of the Tranche 2 Placement Shares;

  • (g) the purpose of the issue of the Tranche 2 Placement Shares is to raise capital, which the Company intends to be used primarily for drilling at the new Reids North prospect, follow up RC drilling at Eureka South and for general working capital.

  • (h) the professional and sophisticated investors and Directors of the Company (or their nominees) have committed to participate in the Placement and the issue of the Tranche 2 Placement Shares on the terms set out in this Section 3.3;

  • (i) the Tranche 2 Placement Shares are not being issued under, or to fund, a reverse takeover.

3.4 Dilution

Assuming no Options are exercised, no convertible securities are converted or other Shares issued and the maximum number of Tranche 2 Placement Shares are issued, the number of Shares on issue would increase from 120,048,229 (being the number of Shares on issue as at the date of this Notice) to 131,423,200 and the shareholding of existing Shareholders would be diluted by 8.66%.

4. RESOLUTIONS 4 - 7 – ISSUE OF SHARES TO DIRECTORS

4.1 General

The Company is proposing to issue, subject to obtaining Shareholder approval, an aggregate of 1,333,332 Shares ( Shares ) to Alexander Hewlett, Brett Mitchell, James Croser and Nader El Sayed (or their nominee) ( Related Parties ) on the terms and conditions set out below.

Resolutions 4 to 7 seek Shareholder approval for the issue of the Shares to the Related Parties.

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4.2 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 issue of Shares to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Shares are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Shares. Accordingly, Shareholder approval for the issue of Shares to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

4.3

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 issue of Shares 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 4 to 7 seek the required Shareholder approval for the issue of the Shares under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

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4.4 Technical information required by Listing Rule 14.1A

If Resolutions 4 to 7 are passed, the Company will be able to proceed with the issue of the Shares to the Related Parties 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 Shares (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 Resolution 4 to 7 are not passed, the Company will not be able to proceed with the issue of the Shares to the Related Parties.

4.5 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 4 to 7:

  • (a) the Shares will be issued to the following persons:

  • (i) Alexander Hewlett (or his nominee) pursuant to Resolution 4;

  • (ii) Brett Mitchell (or his nominee) pursuant to Resolution 5;

  • (iii) James Croser (or his nominee) pursuant to Resolution 6; and

  • (iv) Nader El Sayed (or his nominee) pursuant to Resolution 7,

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

  • (b) the maximum number of Shares to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 1,333,332 comprising:

  • (i) 333,333 Shares to Alexander Hewlett (or his nominee) pursuant to Resolution 4;

  • (ii) 333,333 Shares to Brett Mitchell (or his nominee) pursuant to Resolution 5;

  • (iii) 333,333 Shares to James Croser (or his nominee) pursuant to Resolution 6; and

  • (iv) 333,333 Shares to Nader El Sayed (or his nominee) pursuant to Resolution 7,

  • (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. For the avoidance of doubt, the Shares proposed to be issued under Resolutions 4 to 7 are on the same terms and conditions as the Tranche 2 Placement Shares to be issued to unrelated parties in the Placement;

  • (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

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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 $0.15. The Company will not receive any other consideration in respect of the issue of the Shares;

  • (f) the purpose of the issue of the Shares is to raise capital up to $200,000 under the Placement. The Company intends to apply the funds raised from the issue primarily for drilling at the new Reids North prospect, follow up RC drilling at Eureka South and for general working capital;

  • (g) the Company has agreed to issue the Shares to the Related Parties as it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares on the terms proposed;

  • (h) the Shares to be issued to the Related parties are not intended to remunerate or incentivise the Related parties;

  • (i) the Related Parties (or their nominees) have committed to participate in the Placement on the terms set out in this Section 4.5;

  • (j) each Director has a material personal interest in the outcome of Resolutions 4 to 7 on the basis that all of the Directors (or their nominees) are to be issued Shares should Resolutions 4 to 7 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 4 to 7 of this Notice; and

  • (k) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 4 to 7.

5. RESOLUTION 8 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 8 seeks the approval of Shareholders for the Company to change its name to “Red Dirt Metals Limited”.

The Board proposes this change of name on the basis that it believes the proposed name more accurately reflects the future operations of the Company.

The proposed name has been reserved by the Company with ASIC and if Resolution 8 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.

If Resolution 8 is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

6. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

6.1 Background

On 23 October 2020, the Company announced that it had entered into a binding agreement with the shareholders of Warriedar Mining Pty Ltd

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( Warriedar ), pursuant to which the Company acquired 100% of the issued capital of Warriedar ( Acquisition ).

As a condition precedent to the Acquisition the Company was 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.

The Company engaged the services of Chieftain to manage the issue of the Shares. The Company has paid Chieftain a management fee of 1% and a placement fee of 5% of the amount raised under the issue of the Shares.

The Company has paid Chieftain a total of $93,275, being 5% capital raising fee and 1% lead manager fee on funds raised by Chieftain through the Placement.

6.2 General

In addition to the placement required as precedent to the Acquisition Agreement, on 4 December 2020, the Company issued an additional 384,616 Shares at an issue price of $0.13 per Share to raise $50,000 ( Shares ).

As summarised in Section 2.2 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 securities it had on issue at the start of that 12 month period.

The issue of the Shares 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 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 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, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Shares.

Resolution 9 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Shares.

6.3 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, 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 Resolution 9 is not passed, the Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, 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 Shares.

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6.4 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 9:

  • (a) the Shares were issued to professional and sophisticated investors who are clients of Chieftain and shareholders of Warriedar. The recipients were identified through a bookbuild process, which involved Chieftain seeking expressions of interest to participate in the capital raising 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 were:

  • (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) 384,616 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;

  • (d) the Shares were issued on 4 December 2020;

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

  • (f) the purpose of the issue of the Shares was to raise $50,000, which was applied towards funding exploration programs on the Eureka and Warriedar gold prokjects following completion of the acquisition of Warrierdar Mining Pty Ltd and general working capital; and

  • (g) the professional and sophisticated investors who were issued the Shares, committed to participate in the placement on the terms set out in this Section 6.4.

7. RESOLUTIONS 10 - 13 – ISSUE OF OPTIONS TO RELATED PARTY

7.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue an aggregate of 4,000,000 Options ( Options ) to Alexander Hewlett, Brett Mitchell, James Croser and Nader El Sayed (or their nominee) ( Related Parties ) on the terms and conditions set out below.

Resolutions 10 to 13 seek Shareholder approval for the issue of the Options to the Related Parties.

7.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 4.2 above.

The issue of Options to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

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As the Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Options. Accordingly, Shareholder approval for the issue of Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

7.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 4.3 above.

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.

Resolutions 10 to 13 seek the required Shareholder approval for the issue of the Options under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

7.4 Technical information required by Listing Rule 14.1A

If Resolutions 10 to 13 are passed, the Company will be able to proceed with the issue of the Options to the Related Parties 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 10 to 13 are not passed, the Company will not be able to proceed with the issue of the Options.

7.5 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 10 to 13:

  • (a) the Options will be issued to the following persons:

  • (i) Alexander Hewlett (or his nominee) pursuant to Resolution 10;

  • (ii) Brett Mitchell (or his nominee) pursuant to Resolution 11;

  • (iii) James Croser (or his nominee) pursuant to Resolution 12; and

  • (iv) Nader El Sayed (or his nominee) pursuant to Resolution 13,

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

  • (b) the maximum number of Options to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 4,000,000 comprising:

  • (i) 1,000,000 Options to Alexander Hewlett (or his nominee) pursuant to Resolution 10;

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  • (ii) 1,000,000 Options to Brett Mitchell (or his nominee) pursuant to Resolution 11;

  • (iii) 1,000,000 Options to James Croser (or his nominee) pursuant to Resolution 12; and

  • (iv) 1,000,000 Options to Nader El Sayed (or his nominee) pursuant to Resolution 13,

  • (c)

  • the terms and conditions of the Options are set out in Schedule1;

  • (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 the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow 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 the Related Parties;

  • (g) the Options are unquoted Options. The Company has agreed to issue the Options to the Related Parties subject to Shareholder for the following reasons:

  • (i) the Options are unquoted; therefore, the issue of the Options has no immediate dilutionary impact on Shareholders;

  • (ii) the deferred taxation benefit which is available to the Related Parties in respect of an issue of Options is also beneficial to the Company as it means the Related Parties are not required to immediately sell the Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; and

  • (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options on the terms proposed;

  • (h) the number of Options to be issued to each of the Related Parties has been determined based upon a consideration of:

  • (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;

  • (ii) the remuneration of the Related Parties; and

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  • (iii) incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed;

(i) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Related
Party		 Salary/Fee
s1		 Superannu
ation		 Share
Based
Payment2		 Current
Financial
Year		 Previous
Financial
Year
Alexander
Hewlett		 40,182 4,018 66,554 110,754 74,348
Brett
Mitchell		 44,000 - 66,554 110,554 103,000
James
Croser		 40,182 4,018 66,554 110,754 25,348
Nader
El
Sayed		 44,000 - 66,554 110,554 14,667

Notes:

  1. Salaries for the current financial year do not include any additional consulting which is invoiced by each director at a day rate. The quantum of time incurred for the for the current financial year is currently unknown.

  2. Value of the Options to be issued under Resolutions 10 – 13. For more information see the pricing methodology set out in Schedule 2.

  3. (j) the value of the Options and the pricing methodology is set out in Schedule 2 ;

  4. (k) the Options are not being issued under an agreement;

  5. (l) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party Shares1 Options
Alexander Hewlett 5,070,121 3,183,0082
Brett Mitchell 1,289,424 2,800,0003
James Croser 5,147,044 3,183,0084
Nader El Sayed 2,200,560 1,342,2335

Notes:

  1. Fully paid ordinary shares in the capital of the Company (ASX: TIN).

  2. 1,692,232 Unquoted Options exercisable at $0.25 each on or before 1 October 2024 and 1,490,776 Unquoted Options exercisable at $0.25 each on or before 1 October 2024, subject to vesting criteria.

  3. 1,000,000 Unquoted Options exercisable at $0.25 each on or before 24 October 2021 and 1,800,000 Unquoted Options exercisable at $0.25 each on or before 30 June 2023.

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  1. 1,692,232 Unquoted Options exercisable at $0.25 each on or before 1 October 2024 and 1,490,776 Unquoted Options exercisable at $0.25 each on or before 1 October 2024, subject to vesting criteria.

  2. 713,592 Unquoted Options exercisable at $0.25 each on or before 1 October 2024 and 628,641 Unquoted Options exercisable at $0.25 each on or before 1 October 2024, subject to vesting criteria.

  3. (m) if the Options issued to the Related Parties are exercised, a total of 4,000,000 Shares would be issued. This will increase the number of Shares on issue from 120,048,229 (being the total number of Shares on issue as at the date of this Notice) to 124,048,229 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 3.22%, comprising 0.81% by Alexander Hewlett, 0.81% by Brett Mitchell, 0.81% by James Croser and 0.81% by Nader El Sayed;

The market price for Shares during the term of the Options would normally determine whether the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.

(n) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

Price Date
Highest 0.36 24 November 2020
Lowest 0.14 29, 30 July 2020 and 11,13,27 August
2020
Last 0.16 29 July 2021

(o) each Director has a material personal interest in the outcome of Resolutions 10 to 13 on the basis that all of the Directors (or their nominees) are to be issued Options should Resolutions 10 to 13 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 10 to 13 of this Notice; and

  • (p) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 10 to 13.

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GLOSSARY

$ means Australian dollars.

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.

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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.

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Option means an option to acquire a Share.

Optionholder means a holder of an Option.

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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SCHEDULE1 - TERMS AND CONDIT IONS OF OPTIONS

(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 the date four years from the date of issue ( 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

  • (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

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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 – VALUATION OF OP TIONS

BLACK SCHOLES MODEL
Underlying security spot price $0.145
Strike / exercise price $0.250
Risk free rate 0.11%
Dividend rate 0.00%
Time to expiry (years) 4.00
Volatility / beta 80.00%
Cumulative Normal Distribution
D1 0.4602 0.6773
D2 - 1.1398 0.1272
Fair value of option 0.067
No options issued / granted 1,000,000
Total fair value of options to each director $66,554

29

4547-07/2738273_2

==> picture [172 x 56] intentionally omitted <==

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 10:00 AM (AWST) on Tuesday, 14 September 2021

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

==> picture [47 x 49] intentionally omitted <==

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

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 General Meeting of TNT Mines Limited to be held at Suite 1, 414 Rokeby Road, Subiaco WA 6008 on Thursday, 16 September 2021 at 10:00 AM (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 Resolutions 4 to 7 and 10 to 13 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 4 to 7 and 10 to 13 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 Resolutions 4 to 7 and 10 to 13 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		 For
Against Abstain		 For
Against Abstain		 For
Against Abstain		 For
Against Abstain		 For
Against Abstain		 For
Against Abstain
1
Ratification of Prior Issue of
14,021,171 Shares – Listing
Rule 7.1		 9
Ratification of Prior Issue of
384,616 Shares – Listing
Rule 7.1
2
Ratification of Prior Issue of
9,603,858 Shares – Listing
Rule 7.1A
10
Issue of Options to Alexander
Hewlett
11
Issue of Options to Brett
Mitchell
3
Approval to Issue Shares
12
Issue of Options to James
Croser
4
Issue of Shares to Alexander
Hewlett
13
Issue of Options to Nader El
Sayed
5
Issue of Shares to Brett
Mitchell
6
Issue of Shares to James
Croser
7
Issue of Shares to Nader El
Sayed
8
Change of Company Name

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

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
----- End of picture text -----

2 7 8 3 7 9 A

T I N

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