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TAMBOURAH METALS LTD Proxy Solicitation & Information Statement 2025

Jun 15, 2025

65929_rns_2025-06-15_1db38355-b86a-43dd-9777-6e3ae08ce89a.pdf

Proxy Solicitation & Information Statement

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TAMBOURAH METALS LTD ACN 646 651 612 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am DATE : Wednesday 16 July 2025 PLACE: Tambourah Metals Limited, U2, LVL 2, 10 Ord St, West Perth WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00am WST on Monday, 14 July 2025.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

(a) 17,300,000 Placement Shares issued under Listing Rule 7.1; and

(b) 11,700,000 Placement Shares issued under Listing Rule 7.1A,

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 – APPROVAL TO ISSUE ATTACHING OPTIONS

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

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to14,500,000 Attaching Options, on the terms and conditions in the Explanatory Statement.'

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

3. RESOLUTION 3 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

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

‘That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,000,000 Lead Manager Options to the Lead Manager (or their respective nominees), on the terms and conditions set out in the Explanatory Statement.’

Dated: 16 June 2025

By order of the Board

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Graeme Smith Company Secretary

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Voting Exclusion Statements:

Resolution 1 – Ratification
of prior issue of Shares
The Company will disregard any votes cast in favour of these resolutions by or on
behalf of a person who participated in the issue or an associate of that
person/persons.
However, this does not apply to a vote cast in favour of a resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way; or
(b) the chair of the meeting 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.
Resolution 2 – Approval to
issue Attaching Options
The Company will disregard any votes cast in favour of these resolutions by or on
behalf of any person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue of the Attaching Options
(except a benefit solely by reason of being a Shareholder), or any of their
respective associates.
However, this does not apply to a vote cast in favour of a resolution by:
(d) a person as proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way; or
(e) the chair of the meeting as proxy or attorney for a person who is entitled to
vote on the resolution, in accordance with a direction given to the chair to
vote on the resolution as the chair decides; or
(f)
a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are
met:
(iii) 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
(iv) the holder votes on the resolution in accordance with directions given
by the beneficiary to the holder to vote in that way.
Resolution 3 – Approval to
issue Lead Manager
Options
The entity will disregard any votes cast in favour of this resolution by or on behalf
of the Lead Manager and any other person who will obtain a material benefit as a
result of the issue (except a benefit solely by reason of being a holder of ordinary
securities in the entity_)_, or any of their respective associates.
However, this does not apply to a vote cast in favour of this resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way; or
(b) the chair of the meeting 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 bythe beneficiaryto the holder to vote in that way

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:

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  • 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 +61 408 447 493.

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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. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF SHARES (LR 7.1)

1.1 Background to Placement

On 27 May 2025, the Company advised it had received binding commitments for a placement of up to A$580,000 to advance drilling at Beatty Park Gold and the Speewah North Project through the issue of up to 29 million fully paid ordinary shares in the capital of the Company ( Placement Shares ) to new and existing institutional and sophisticated investors at an issue price of A$0.02 per share (Placement).

The Shares under the Placement include an attached 1 for 2 unquoted option exercisable at $0.04, expiring 24-months from date of issue ( Attaching Options )

On 3 June 2025, the Company issued the Placement Shares as follows:

  • (a) 17,300,000 Placement Shares using the Company’s available placement capacity under Listing Rule 7.1; and

  • (b) 11,700,000 Placement Shares using the Company’s available placement capacity under Listing Rule 7.1A.

Resolution 1(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Shares under Listing Rules 7.1 and 7.1A, respectively. Resolution1 is an ordinary resolution.

1.2 ASX Listing Rules 7.1 and 7.1A

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 6 November 2024.

The issue of the Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1 and 10% placement capacity under Listing Rule 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12 month period following the issue of the Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A.

By ratifying this issue of the Placement Shares the subject of Resolution 1(a) and (b), the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and the additional 10% annual placement capacity under Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

The Company confirms that the issue and allotment of the Placement Shares, the subject of Resolution1, did not breach ASX Listing Rule 7.1 and 7.1A.

If Resolution 1(a) is passed the Company will retain the flexibility, to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1.

If Resolution 1(b) is passed the Company will retain the flexibility, to issue equity securities in the future up to the 10% annual placement capacity set out in ASX Listing Rule 7.1A.

If Resolution 1(a) and (b) are not passed, the issue of the Placement Shares is still valid however it will reduce, to that extent, the Company’s capacity to issue equity securities without shareholder approval under Listing Rule 7.1 for 12 months following the issue.

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1.3 ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval of the share issue, the subject of Resolution 1 in accordance with ASX Listing Rule 7.5:

  • (a) The Placement Shares were issued to sophisticated and institutional investors, none of whom are a related party or a Material Investor. The participants in the Placement were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from existing contacts of the Company and clients of the Lead Manager.

  • (b) a total of 29,000,000 Placement Shares were issued as follows:

  • i. 17,300 Placement Shares were issued using the Company’s placement capacity under Listing Rule 7.1; and

  • ii. 11,700,000 Placement Shares were issued using the Company’s placement capacity under Listing Rule 7.1A.

  • (c) the Shares are fully paid ordinary Shares in the capital of the Company, ranking equally in all respects with the Company's existing Shares on issue.

  • (d) the Shares were issued and allotted on 3 June 2025;

  • (e) the Shares the subject of Resolution 1(a) and 1 (b) were issued at an issue price of $0.02 each;

  • (f) The proceeds of the Placement have been or are intended to be applied towards:

  • i. drilling programs at prospects around Beatty Park Gold and the Speewah North Project,

  • ii. general working capital; and

  • iii. costs of the Placement.

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

1.4 Additional Information

Resolution 1(a) and (b) are separate ordinary resolutions.

1.5 Directors’ Recommendation

The Directors of the Company believe that Resolutions 1 (a) and (b) are in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolutions 1 (a) and (b).

2. RESOLUTION 2 – APPROVAL TO ISSUE ATTACHING OPTIONS

2.1 General

The background to the Placement and Attaching Options is set out in Section 1.1 above.

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 14,500,000 Attaching Options.

2.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is in Section 1.2 above.

The issue of the Attaching Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the issue of 14,500,000 Attaching Options.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the 14,500,000 Attaching Options.

2.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Attaching Options:

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  • (c) The Attaching Options will be issued to the recipients of the Placement Shares summarised in Sections 1.3.

  • (d) A maximum of14,500,000 Attaching Options will be issued.

  • (e) The Attaching Options will be exercisable at $0.04 each and expire 2 years from the date of issue and will otherwise be subject to the terms and conditions in Schedule 1. Shares issued upon exercise of Attaching Options will be fully paid ordinary Shares in the capital of the Company and will rank equally in all respects with the Company's then existing Shares on issue.

  • (f) The Attaching Options will be issued no later than 3 months after the date of the Meeting.

  • (g) The Attaching Options are being issued as free attaching Options to the Placement Shares. Accordingly, nil additional cash consideration will be payable by the Placement Participants.

  • (h) A summary of the intended use of funds raised from the issue of the Placement Shares is in Section 1.3(f) above. No additional funds will be raised by the issue of the Attaching Options.

  • (i) The purpose of the issue of the Attaching Options is to incentivise participation in the Placement.

  • (j) There are no other material terms to the agreement for the subscription of Attaching Options.

  • (k) A voting exclusion statement is included in the Notice.

2.4 Additional information

Resolution 2 is an ordinary resolution.

2.5 Directors’ Recommendation

The Board recommends that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

3.1 Background

The background to the Placement is set out in Section 1 above.

As partial consideration for the provision of lead managerial and bookrunner services in connection with the Placement, the Company has agreed to issue Whairo Capital Pty Ltd (or their respective nominees) ( Lead Manager ) 7,000,000 unquoted Options exercisable at $0.04 and expiring 2 years from the date of issue:

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue the Lead Manager Options to the Lead Manager (or their respective nominees).

3.2 Summary of Lead Manager mandate

The Company entered into a mandate with the Lead Managers for the provision of lead managerial and bookrunner services, including the coordination and management of the Placement ( Lead Manager Mandate) .

Under the Lead Manager Mandate, the Company has agreed to pay the following fees to the Lead Manager:

(a) a capital raising fee of 6% of the gross amount raised under the Placement; and

  • (b) the Lead Manager Options.

The Lead Manager Mandate contains additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

3.3 Listing Rule 7.1

A summary of Listing Rule 7.1 is in Section 1.2 above.

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The issue of the Lead Manager Options does not fit within any of the exceptions to Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Lead Manager Options.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Lead Manager Options and will have to consider alternative means to pay the Lead Managers for their services.

3.4 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Lead Manager Options:

  • (a) The Lead Manager Options will be issued to Whairo Capital Pty Ltd (or their respective nominees) in the manner set out in Section 3.1 above.

  • (b) A maximum of 7,000,000 Lead Manager Options will be issued.

  • (c) The Lead Manager Options are exercisable at $0.04 each, expiring 2 years from their date of issue and are otherwise subject to the terms and conditions in Schedule 1. Shares issued upon exercise of the Lead Manager Options will be fully paid ordinary Shares in the capital of the Company and will rank equally in all respects with the Company's then existing Shares on issue.

  • (d) The Lead Manager Options will be issued no later than 3 months after the date of the Meeting.

  • (e) The Lead Manager Options will be issued for nil cash consideration, as partial consideration for the Lead Manager providing lead managerial and bookrunner services in connection with the Placement. Accordingly, no funds will be raised from the issue of the Lead Manager Options.

  • (f) A summary of the material terms of the Lead Manager Mandate is in Section 3.2 above.

  • (g) The Lead Manager Options are not being issued under, or to fund, a reverse takeover.

  • (h) A voting exclusion statement is included in the Notice.

3.5 Additional information

Resolution 3 is an ordinary resolution.

3.6 Directors’ Recommendation

The Board recommends that Shareholders vote in favour of Resolution 3.

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GLOSSARY

$ means Australian dollars.

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.

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 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.

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.

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Material Investor

means, in relation to the Company:

(a) a related party; (b) Key Management Personnel; (c) a substantial Shareholder; (d) an advisor; or (e) an associate of the above,

who received or will receive Securities in the Company which constitute more than 1% of the Company’s issued capital.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

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

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SCHEDULE 1 –TERMS AND CONDITIONS OF OPTIONS

The terms and conditions of the Placement Options (which, for the avoidance of doubt, includes the Director Placement Options), SPP Options and Joint Lead Manager Options (in this Schedule, referred to as Options) are as follows:

  1. ( Entitlement ): Each Option gives the holder the right to subscribe for one Share.

  2. ( Expiry Date ): The Options will expire at 5:00pm (AWST) on the date that is 2 years from the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

  3. ( Exercise Price ): the amount payable upon exercise of each Option is $0.04 per Option (Exercise Price).

  4. ( Exercise ): A holder may exercise their Options by lodging with the Company, before the Expiry Date:

    • (a) a written notice of exercise of Options specifying the number of Options being exercised (Exercise Notice); and

    • (b) an electronic funds transfer for the Exercise Price for the number of Options being exercised.

  5. ( Exercise Notice ): An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds. The Options held by each holder may be exercised in whole or in part, and if exercised in part, at least 50,000 must be exercised on each occasion.

  6. ( Timing of issue of Shares on exercise ): Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

  7. ( Transferability ): The Options are not transferable.

  8. ( Ranking of Shares ): All Shares allotted upon the exercise of Options will upon allotment be fully paid and rank pari passu in all respects with other Shares.

  9. ( Quotation ): The Company will not apply for quotation of the Options on ASX.

  10. ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the holders of Options will be varied in accordance with the Listing Rules.

  11. ( Dividend rights ): An Option does not entitle the holder to any dividends.

  12. ( Voting rights ): An Option does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the Listing Rules where such rights cannot be excluded by these terms.

  13. ( Entitlements and bonus issues ): Holders of Options will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

  14. ( Adjustment for bonus issues of Shares) : If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

    • (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder of Options would have received if the holder had exercised the Option before the record date for the bonus issue; and

    • (b) no change will be made to the Exercise Price.

  15. ( Return of capital rights ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

  16. ( Rights on winding up ): The Options have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

  17. ( Takeovers prohibition ):

  18. a. the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

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  • b. the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

  • ( No other rights ): An Option does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

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Tambourah Metals Ltd | ABN 19 646 651 612

Your proxy voting instruction must be received by 10.00am (AWST) on Monday, 14 July 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form:
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their
broker of any changes.
Online
Use your computer or smartphone to
appoint a proxy at
https://investor.automic.com.au/#/loginsahor
scan the QR code below using your
STEP 1 – APPOINT A PROXY smartphone
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

BY MAIL: Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE: https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Tambourah Metals Ltd, to be held at 10.00am (AWST) on Wednesday, 16 July 2025 at Tambourah Metals Limited, U2, LVL 2, 10 Ord St, West Perth WA 6005 hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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STEP 2 - Your voting direction

Resolutions For Against
Abstain
Against
Abstain
1a
RATIFICATION OF PRIOR ISSUE OF SHARES -17,300,000 Placement Shares issued under Listing Rule
7.1
1b
RATIFICATION OF PRIOR ISSUE OF SHARES - 11,700,000 Placement Shares issued under Listing Rule 7.1A
2
APPROVAL TO ISSUE ATTACHING OPTIONS
3
APPROVAL TO ISSUE LEAD MANAGER OPTIONS
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Securityholder 2 Securityholder 2 Securityholder 2 Securityholder 2 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
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By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).