TAMBOURAH METALS LTD — AGM Information 2021

Oct 31, 2021

1 November 2021

Letter to Shareholders regarding Annual General Meeting

Dear Shareholder

Tambourah Metals Ltd (ASX:TMB) ( Tambourah or the Company) is pleased to confirm its Annual General Meeting will be held on Tuesday, 30 November 2021 (Meeting) commencing at 10:00am (WST) at The Grevillea Room, Rendezvous Hotel Perth Central, 24 Mount Street, Perth, WA 6000. in accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link:

https://www.tambourahmetals.com.au/?page_id=443

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Automic Group, on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia).

Submitting your vote in advance of the meeting

A copy of your personalised proxy form is enclosed for convenience. Please complete and return the attached proxy form to the Company’s share registry, Automic Pty Ltd by:

Internet: https://investor.automic.com.au/#loginsah Mail: Automic, GPO Box 5193 Sydney NSW 2001 In Person: Automic, Level 5, 126 Phillip Street, Sydney, NSW 2000 Email: meetings@automicgroup.com.au Facsimile: +61 2 8583 3040

Your proxy voting instruction must be received by 10:00am (WST) on Sunday, 28 November 2021, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Registered Address Board Members Market Information Tambourah Metals Limited Rita Brooks Chairperson ASX Code: TMB ACN: 646 651 612 Chris Ramsay Non-Executive Director Shares on Issue: 64,950,000 1/77 Hay Street, Subiaco WA 6008 Ben Donovan Non-Executive Director Share Price: $0.20 T: +61 8 9481 8669 E: admin@tambourahmetals.com.au W: Tambourahmetals.com.au

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To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting.

The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting. If any changes are required, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website at https://www.tambourahmetals.com.au/?page_id=443 The Company will advise Shareholders as soon as practicable, if any of the above circumstances change.

Authorised for release by the Board of Tambourah Metals Limited.

For further information, contact: Rita Brooks | Executive Chairperson +61 8 9481 8669

1/77 Hay Street, Subiaco WA 6008

Tambourah Metals Limited ASX: TMB | T +61 8 9481 8669

tambourahmetals.com.au admin@tambourahmetals.com.au

TAMBOURAH METALS LTD ACN 646 651 612 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am DATE : Tuesday, 30 November 2021 PLACE : The Grevillea Room, Rendezvous Hotel Perth Central 24 Mount Street Perth, WA 6000

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 10:00am on Sunday, 28 November 2021.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2021.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

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

3. RESOLUTION 2 – ELECTION OF DIRECTOR – BEN DONOVAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Ben Donovan, a Director who was appointed as an additional Director on 16 June 2021, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – CHRIS RAMSAY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Chris Ramsay, a Director who was appointed as an additional Director on 10 June 2021, retires, and being eligible, is elected as a Director.”

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

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6. RESOLUTION 5 – APPOINTMENT OF AUDITOR AT FIRST AGM

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, Hall Chadwick WA Audit Pty Ltd, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting."

7. RESOLUTION 6 – ISSUE OF SHARES TO RELATED PARTY – BARACUS PTY LTD

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 10.11 and for all other purposes, approval is given for the Company to issue Shares to the value of $200,000 to Baracus Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 28 October 2021

By order of the Board

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Brett Dickson Company Secretary

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Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Voting Exclusion Statement :

Resolution 6 – Issue of Shares to Related Party	Rita Brooks (or her 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.

Voting by proxy

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

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 or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two 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 9482 0500.

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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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://www.tambourahmetals.com.au/.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2

Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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2.3 Previous voting results

As this is the Company’s first annual general meeting, the remuneration report of the Company has not been considered before. Accordingly, a Spill Resolution will not be relevant for this Annual General Meeting.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – BEN DONOVAN

3.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Ben Donovan, having been appointed by other Directors on 16 June 2021 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

3.2 Qualifications and other material directorships

Mr Donovan is a member of the Governance Institute of Australia and provides corporate advisory, IPO and consultancy services to a number of companies. Mr Donovan is currently a company secretary of several ASX listed and public unlisted companies and has gained experience across resources, agritech, biotech, media and technology industries. He has extensive experience in listing rules compliance and corporate governance, having served as a Senior Adviser at the ASX in Perth for nearly 3 years, where he managed the listing of nearly 100 companies on the ASX. In addition, Mr Donovan has experience in the capital markets having raised capital and assisted numerous companies on achieving an initial listing on the ASX, as well as for a period of time, as a private client adviser at a boutique stock broking group.

Mr Donovan currently does not hold any other directorships.

3.3 Independence

Ben Donovan has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his/her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers Ben Donovan will be an independent Director.

3.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Ben Donovan.

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Ben Donovan has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

3.5 Board recommendation

The Board has reviewed Ben Donovan’s performance since his appointment to the Board and considers that Ben Donovan’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Ben Donovan and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – ELECTION OF DIRECTOR – CHRIS RAMSAY

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Chris Ramsay, having been appointed by other Directors on 10 June 2021 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

4.2 Qualifications and other material directorships

Mr Ramsay is a geologist and project manager with over 25 years’ experience in the private and consulting sectors of the global mining industry. Mr Ramsay’s depth of experience includes operational & managerial roles in exploration, mine development and operations in underground & open-cut gold, nickel, base metal, bauxite & coal projects in Australia, New Zealand, Indonesia, Cambodia, Madagascar, Malaysia, Brunei, Cameroon, Canada and Vietnam. Mr Ramsay spent 18 years with Oceana Gold, Sons of Gwalia and Straits Resources before working as a consultant and advisor in Australia and across South-East Asia. Mr Ramsay holds a Master’s in Project Management from the University of Adelaide and a Bachelor of Science from the University of Otago. As well as broad multicommodity experience at all levels, Mr Ramsay has specialist skills in project evaluation and mineral deposit modelling and is a member of the AusIMM.

Mr Ramsay currently does not hold any other directorships.

4.3

Independence

Chris Ramsay has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his/her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers Chris Ramsay will be an independent Director.

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4.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Chris Ramsay.

Chris Ramsay has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

4.5 Board recommendation

The Board has reviewed Chris Ramsay’s performance since his appointment to the Board and considers that Chris Ramsay’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Chris Ramsay and recommends that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

5.1 General

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 period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $13.3 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 14 October 2021).

Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

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5.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 4:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;

• (ii) the time and date of the Company’s next annual general meeting; and

• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b)

Minimum price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for:

• (i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition);

• (ii) continued and accelerated exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);

• (iii) the development of the Company’s current business; and

• (iv) general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

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If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 14 October 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

			Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution		Issue Price
			$0.10	$0.20	$0.30
			50% decrease	Issue Price	50% increase
			Funds Raised
Current	64,950,000 Shares	6,495,000 Shares	$649,500	$1,299,000	$1,948,500
50% increase	97,425,000 Shares	9,742,500 Shares	$974,250	$1,948,500	$2,922,750
100% increase	129,900,000 Shares	12,990,000 Shares	$1,299,000	$2,598,000	$3,897,000

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 65,925,610 existing Shares on issue comprising:

2. a. 64,950,000 existing Shares as at the date of this Notice of Meeting; and

3. b. 975,610 Shares will be issued if Resolution 6 is passed at this meeting, assuming an issue price of $0.205 per Share.

4. The issue price set out above is the closing market price of the Shares on the ASX on 14 October 2021] (being $0.205).

5. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

6. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

7. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

8. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

9. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

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1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

2. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous approval under Listing Rule 7.1A

As this is the Company’s first annual general meeting, the Company has not issued any Equity Securities under Listing Rule 7.1A.2 in the twelve months preceding the date of the Meeting.

5.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

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6. RESOLUTION 5 – APPOINTMENT OF AUDITOR AT FIRST AGM

Section 327B(1) of the Corporations Act provides that a public company must appoint an auditor at its first annual general meeting and at any subsequent annual general meeting thereafter where there is a vacancy.

The Directors appointed Hall Chadwick WA Audit Pty Ltd (ACN 121 222 802) ( Hall Chadwick ) (previously named Bentleys Audit & Corporate (WA) Pty Ltd) as the Company’s auditor following registration of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for Hall Chadwick to be appointed as the Company’s auditor. A copy of this nomination is attached to this Notice as Annexure 1.

Hall Chadwick has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act subject to Shareholder approval of this Resolution.

If this Resolution is passed, the appointment of Hall Chadwick as the Company’s auditor will take effect at the close of this Meeting.

7. RESOLUTION 6 – ISSUE OF SHARES TO RELATED PARTY – BARACUS PTY LTD

7.1 General

The Company has entered into a binding agreement with Baracus Pty Ltd (ACN 009 132 334) ( Baracus ), a company controlled by Director, Rita Brooks, to acquire an 80% legal and beneficial interest of the Wongan Hills South Project, comprising exploration licences E 70/5730, E 70/5755 and E 70/5796 ( Tenements ) ( Proposed Acquisition ).

In consideration for the Proposed Acquisition, the Company has agreed to issue Baracus (or its nominee) Shares to the value of $200,000, at a deemed issue price per Share equal to the volume weighted average price ( VWAP ) of Shares traded on the ASX in the 20 ASX trading days prior to the date of issue to Baracus (or their nominee).

Resolution 6 seeks Shareholder approval for the issue of these Shares.

7.2 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 Proposed Acquisition will result in the issue of Shares which constitutes giving a financial benefit and Baracus, is a related party of the Company by virtue of being controlled by the Company’s Executive Chairperson, Rita Brooks.

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The Directors (other than Rita Brooks who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in the circumstances because the Shares will be issued to Baracus (or its nominee) as arm’s length consideration for the Proposed Acquisition. As such, the giving of the financial benefit is on arm’s length terms, pursuant to section 210 of the Corporations Act.

7.3 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 Proposed Acquisition 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.

Resolution 6 seeks Shareholder approval for the issue of Shares to a related party (Baracus) under and for the purposes of Listing Rule 10.11.

7.4 Section 606 of the Corporations Act

Section 606 of the Corporations Act provides that a person may not acquire a relevant interest in voting shares in a listed company if the transaction will result in that person’s or someone else’s voting power in the company increasing:

• (a) from 20% or below to more than 20%; or

• (b) from a starting point that is above 20% to below 90%,

(the General Prohibition ).

As at the date of this meeting, the combined voting power of Baracus (together with its associates) is 33.56%. Assuming a deemed issue price of $0.205, the issue of the Shares pursuant to this Resolution is expected to increase the voting power of Baracus and its associates to 34.55% (an increase of 0.98%) and Baracus has otherwise maintained an interest in the Company of at least 19% for the past 6 months. Such an increase would therefore be likely to fall within the “3% creep” exception contained in item 9 of section 611 of the Corporations Act.

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The Company confirms it will not issue any Shares to Baracus (or its associates) if the issue would result in a breach of the General Prohibition.

7.5 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Shares 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) and the Company will acquire the Tenements. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares in respect of the Proposed Acquisition (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 6 is not passed, the Company will not be able to proceed with the issue of the Shares under the Proposed Acquisition and the Proposed Acquisition will not complete.

7.6 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 6:

• (a) the Shares will be issued to Baracus (or its nominee), who falls within the category set out in Listing Rule 10.11.1, as Baracus is an entity controlled by Rita Brooks, who is a related party of the Company by virtue of being a Director;

• (b) the maximum number of Shares to be issued to Baracus (or their nominee) is Shares to the value of $200,000, at a deemed issue price per Share equal to the VWAP of Shares traded on the ASX in the 20 ASX trading days prior to the date of issue. By way of example, assuming a deemed issue price of $0.205 (being the closing price of Shares on 14 October 2021) a total of 975,609 Shares would be issued;

• (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;

• (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 or modification of the Listing Rules) and it is anticipated the Shares will be issued on the same date;

• (e) the Shares will be issued at a deemed issue price per Share equal to the VWAP of Shares traded on the ASX in the 20 ASX trading days prior to the date of issue in consideration for the Proposed Acquisition;

• (f) the Shares to be issued under the Proposed Acquisition are not intended to remunerate or incentivise the Director;

• (g) the Shares are being issued under a binding agreement between the Company and Baracus ( Binding Agreement ). A summary of the material terms of the Binding Agreement is set out in Schedule 1; and

• (h) a voting exclusion statements is included in Resolution 6 of the Notice.

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GLOSSARY

• $ means Australian dollars.

• 7.1A Mandate has the meaning given in Section 5.1.

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

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.

Baracus means Baracus Pty Ltd (ACN 009 132 334).

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:

• (i) a spouse or child of the member;

• (j) a child of the member’s spouse;

• (k) a dependent of the member or the member’s spouse;

• (l) 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;

• (m) a company the member controls; or

• (n) 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 Tambourah Metals Ltd (ACN 646 651 612).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Hall Chadwick means Hall Chadwick WA Audit Pty Ltd (ACN 121 222 802).

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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.

Option means an option to acquire a Share.

Proposed Acquisition has the meaning given in Section 7.1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2021.

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.

Tenements means exploration licences E 70/5730, E 70/5755 and E 70/5796.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

VWAP means volume weighted average price.

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

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ANNEXURE 1 – NOMINATION OF AUDITOR LETTER

28 October 2021

The Board Tambourah Metals Limited Unit 1, 77 Hay Street Subiaco WA 6008

I, Jason Brooks, being a member of Tambourah Metals Limited (ACN 646 651 612) ( Company ), nominate Hall Chadwick WA Audit Pty Ltd (ACN 121 222 802) in accordance with section 328B(1) of the Corporations Act 2001 (Cth) ( Act ) to fill the office of auditor of the Company.

Please distribute copies of this notice of this nomination as required by section 328B(3) of the Act.

Signed

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Jason Brooks Shareholder

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SCHEDULE 1 – KEY TERMS OF BINDING AGREEMENT

The key terms of the binding agreement with Baracus, pursuant to which TMB agrees to purchase an 80% legal and beneficial interest in the Tenements are as follows:

• (a) Consideration: the proposed consideration for the acquisition is as follows:

• (i) Subject to shareholder approval for the purposes of Listing Rule 10.11, the issue of fully paid ordinary shares in the capital of the Company ( Shares ) to the value of $200,000, at a deemed issue price per Share equal to the volume weighted average price ( VWAP ) of Shares traded on the ASX in the 20 ASX trading days prior to the date of issue ( Consideration Shares ).

The Consideration Shares will be subject to voluntary escrow from their date of issue for twenty-four months.

• (b) Conditions Precedent: The Proposed Transaction is conditional upon:

• (i) completion of due diligence investigations by the Company on the Tenements; and

• (ii) the Company obtaining all necessary shareholder, regulatory or thirdparty approvals required to complete the Proposed Transaction, including approval pursuant to Listing Rule 10.11 for the issue of the Consideration Shares to a related party.

• (c) Joint venture: following settlement the Company and Baracus will form an unincorporated joint venture for the purposes of exploring, evaluating and, if warranted, developing and exploiting the Tenements ( Joint Venture Agreement ). The following key terms shall apply to the Joint Venture Agreement:

• (i) Initial interests of the Joint Venture Agreement shall be:

  • (A) The Company – 80%; and

  • (B) Baracus – 20%.

• (ii) Free Carried Period: following settlement, the Company will free carry Baracus’s interest in the Tenements through to completion of a bankable feasibility study ( Free Carried Period ).

The Company will also be the manager of the joint venture during the Free Carried Period and will be solely responsible for setting the work programs and budgets of the joint venture.

• (iii) Within 45 days of the cessation of the Free Carried Period, the parties must enter into a formal joint venture agreement, to fully document the terms and conditions upon which the Julimar Joint Venture shall operate.

The acquisition will otherwise be made on customary terms.

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