TALGA GROUP LTD — Share Issue/Capital Change 2021

Sep 15, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

TALGA GROUP LTD

Date of this announcement

Thursday September 16, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Unquoted share options issued under the	2,000,000	16/09/2021
to be confirmed	Employee Securities Incentive Scheme (ESIS)

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

TALGA GROUP LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

32138405419

1.3 ASX issuer code

TLG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

16/9/2021

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Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code +Security description New class - code to be confirmed Unquoted share options issued under the Employee Securities Incentive Scheme (ESIS) +Security type ISIN code Options Date the +securities the subject of this notification were issued 16/9/2021

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

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Melissa Roberts	Melissa Roberts	2,000,000

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

The securities are part of a remuneration package approved by the Board in the ordinary course of business remuneration. Each share option is an entitlement to receive one fully paid share in Talga Group Ltd (ASX code TLG) with an expiry date of 14/9/24 and exercise price of $2.16. A further summary of the material terms of the securities being issued under the ESIS is included in the 2019 Notice of Annual General Meeting Explanatory Memorandum (Notice). A copy of the Notice is available at http://www.talgagroup.com/irm/PDF/00a72daf-946f-4e20-955f-d4006b242e49/NoticeofA nnualGeneralMeetingProxyForm

Options Details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 2.16000000 14/9/2024

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

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Description

Talga Group Ltd fully paid ordinary shares - ASX code TLG

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms http://www.talgagroup.com/irm/PDF/00a72daf-946f-4e20-955f-d4006b242e49/NoticeofAnnualGeneralMeetingProxyForm

Any other information the entity wishes to provide about the +securities the subject of this notification

Vesting conditions:

Milestone - Announcement by the Company on the ASX market announcements platform of the execution of binding documentation for commercial financing of the development of the Vittangi Anode Project of a production scale of at least that disclosed in the detailed feasibility study announced on 1 July 2020. Milestone Date ¿ 30/11/23

Issue details

Number of +securities

2,000,000

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
TLG : ORDINARY FULLY PAID	303,229,906
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
TLGAW : OPTION EXPIRING 31-DEC-2023 EX $1.12	4,000,000
TLGAX : PERFORMANCE RIGHTS	2,100,000
TLGAV : OPTION EXPIRING 31-DEC-2023 EX $1.12	1,000,000
TLGAU : OPTION EXPIRING 23-OCT-2022 EX 71C	4,000,000
TLGAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	1,800,000
TLGAY : OPTION EXPIRING 04-JUL-2024 EX $1.93	500,000
New class - code to be confirmed : Unquoted share options issued under the Employee	2,000,000
Securities Incentive Scheme (ESIS)

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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