SILVER MINES LIMITED — Major Shareholding Notification 2021

Apr 5, 2021

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Thomson Resources Ltd ( TMZ )

ACN/ARSN 138 358 728

1. Details of substantial holder (1)

Name Silver Mines Limited ACN/ARSN (if applicable) 107 452 942

The holder became a substantial holder on

31 03 21 / /

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person's votes (5) Voting power (6) Fully paid ordinary shares in TMZ (TMZ Shares) 70,000,000 70,000,000 15.53%(based on 450,644,824 TMZ Shares on issue )

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

llows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Silver Mines Limited	See Annexure A	ORD, 70,000,000

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Silver Mines Limited	Silver Mines Limited	Silver Mines Limited	ORD, 70,000,000

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Silver Mines Limited	31 March 2021		See Annexure A	ORD, 70,000,000

603 page 2/2 15 July 2001

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The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
Name Address
Silver Mines Limited Level 11, 52 Phillip Street, Sydney NSW 2000
print name Trent Franklin capacity Company Secretary
sign here date 06 04 21 / /
DIRECTIONS
If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an
equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to
throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the
See the definition of "associate" in section 9 of the Corporations Act 2001.
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
The voting shares of a company constitute one class unless divided into separate classes.
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant
The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out
the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany
this form, together with a written statement certifying this contract, scheme or arrangement; and
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to
which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be
included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom
the relevant interest was acquired.
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6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

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Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Silver Mines Limited Level 11, 52 Phillip Street, Sydney NSW 2000
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Signature

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

ANNEXURE A

SILVER MINES LIMITED ACN 107 452 942

This is annexure of page 1 marked “A” referred to in the Form 603, Notice of Initial Substantial Holder, signed by me and dated 6 April 2021.

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Trent Franklin, Company Secretary

3. Details of Relevant Interests

Nature of Relevant Interest (7)

Relevant interest under section 608(1)(a) of the Corporations Act 2001 (Cth) in accordance with the Share Sale and Purchase Agreement between Silver Mines Limited and Thomson Resources Ltd ( TMZ ) dated 25 January 2021 as amended by a Deed of Amendment and Restatement dated 22 February 2021 ( Agreement ) for the purchase of the issued capital in Webbs Resources Pty Ltd ( Webbs ) and Conrad Resources Pty Ltd ( Conrad ), each a wholly owned subsidiary of Silver Mines Limited. Refer to TMZ’s ASX Announcements dated 31 March 2021, 24 February 2021, 27 January 2021, 9 December 2020 and 12 November 2020 for the key terms of sale.

5. Consideration

5. Consideration	5. Consideration
Consideration (9)
Cash	Non-cash
	Consideration payable for the acquisition Webbs and Conrad the subject of the Agreement.