TAMBOURAH METALS LTD — Proxy Solicitation & Information Statement 2025

Jan 27, 2025

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– GENERAL MEETING 27 FEBRUARY 2025

Dear Shareholder

Notice is hereby given that a General Meeting ( Meeting ) of Tambourah Metals Ltd (ASX:TMB) (Tambourah) will be held as a physical meeting at:

Unit 2, Level 2, 10 Ord St,

West Perth WA 6005

on Thursday, 27 February 2025 at 10:00am (WST)

This Meeting is being held to approve the ratification of a prior issue of shares under Listing Rules 7.1 and also to approve the issue of shares to a related party.

In accordance with section 253RA(2) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice to shareholders unless a shareholder has requested a hard copy. A copy of the Notice of Meeting (NOM) is available on the Company’s website at

www.tambourahmetals.com.au

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry, Automic Pty Limited, using any of the following methods:

Easiest method

By mobile Scan the QR code on your proxy form with the camera on your mobile device and follow the prompts.

Other methods

Online https://investor.automic.com.au/#/loginsah

By mail Share Registry – Automic Pty Limited, GPO Box 5193, Sydney NSW 2001, Australia

Your proxy voting instruction must be received by 10:00am (AWST) on 25 February 2025, 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.

The NOM 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 NOM please contact the Company Secretary on +61 8 9481 8669.

Yours sincerely

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Rita Brooks

Executive Chairperson

Your right to elect to receive documents electronically or physically

The Corporations Amendment (Meetings and Documents) Act 2022 ( Amendment Act ) includes a new requirement for public companies and listed companies to give shareholders notice of their right to elect to be sent documents electronically or physically by the company in section 110K of the Corporations Act.

Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options for how Tambourah shareholders receive communications. Tambourah will no longer send physical meeting documents unless a shareholder requests a copy to be mailed.

Providing your email address to receive shareholder communications electronically

Tambourah encourages all shareholders to provide an email address so we can provide investor communications electronically when they become available online, which includes items such as meeting documents and annual reports.

By providing your email address, you will:

• Support the company by reducing the cost of mailing/postage

• Receive your investor communications faster and in a more secure way

• Help the environment through the need for less paper

How do I update my communications preferences?

Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au/

If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry:

Telephone (within Australia): 1300 288 664

Telephone (outside Australia): +61 2 9698 5414

Email: hello@automicgroup.com.au

Website: https://investor.automic.com.au/

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 : Thursday, 27 February 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 Tuesday, 25 February 2025.

BUSINESS OF THE MEETING

AGENDA

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

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 333,333 Shares on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – ISSUE OF SHARES TO RELATED PARTY – BARACUS PTY LTD – LISTING RULE 10.11

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 7,000,000 Shares 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 January 2025

By order of the Board

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Graeme Smith Company Secretary

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Voting Prohibition Statement:

Resolution 2 – Issue of shares to Related Party

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of an Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (b) a member of the Key Management Personnel; or (i) a Closely Related Party of such a member; and (ii) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not an Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy, even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements:

Resolution 1 – Ratification of prior issue of Placement Shares

The Company will disregard any votes cast in favour of this resolution 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.

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Resolution 2 – Issue of The entity will disregard any votes cast in favour of this resolution by or on behalf of Baracus Pty Ltd and any other person who will obtain a material benefit as a Shares to Related Party 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 by the beneficiary to the holder to vote in that way

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy 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 +61 408 447 493.

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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 6 November 2024, the Company issued 333,333 fully paid ordinary shares (Shares) at a deemed issue price of $0.03 each, for the provision of consulting services to the Company.

The Company issued the 333,333 Shares without prior Shareholder approval under Listing Rule 7.1.

Resolution 1 seek Shareholder approval pursuant to Listing Rule 7.4 for the ratification of the issue of the Shares.

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.

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

By ratifying this issue of the Shares the subject of Resolution 1, 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 without the requirement to obtain prior Shareholder approval. The Company confirms that the issue and allotment of the Shares, the subject of Resolution1, did not breach ASX Listing Rule 7.1.

If Resolution 1 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 is not passed, the issue of the 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.

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 Shares were issued as follows:

• i. a total of 333,333 Shares were issued under the Company’s placement capacity pursuant to ASX Listing Rule 7.1 (ratification of which is sought under Resolution 1) to Amery Holdings Pty Ltd.

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients of the Shares issued pursuant to Resolution 1 were:

• i. related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• ii. issued more than 1% of the issued capital of the Company;

• (c) 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 6 November 2024;

• (e) the Shares the subject of Resolution 1 were issued at a deemed issue price of $0.03 each.;

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• (f) as the issue of the shares was in exchange for consulting services to the Company, no funds were raised from the issue of the Shares issued;

• (g) the Shares issued under Resolution 1 were not issued under an agreement and the Company will not receive any other consideration for the issue of the Shares; and

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

1.4 Directors’ Recommendation

The Directors of the Company believe that Resolution 1 are in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 – ISSUE OF SHARES TO RELATED PARTY – BARACUS PTY LTD

2.1 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 Speewah Exploration licence, comprising exploration licence E 80/5889 ( Tenements ) ( Proposed Acquisition ).

In consideration for the Proposed Acquisition, the Company has agreed to issue Baracus (or its nominee) 7,000,000 Shares to the value of $196,000, at a deemed issue price per Share of $0.028.

Resolution 2 seeks Shareholder approval for the issue of these Shares.

2.2 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.

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. The Directors (other than Rita Brooks) consider that the value of the consideration for the Proposed Acquisition based on the deemed issue price of $0.028 per Share is reasonable in the circumstances. The Directors (other than Rita Brooks) formed the view that the consideration payable is reasonable in the circumstances having regard to the purchase price of comparable exploration licences, the value of exploration that has been carried out thus far and the value of the extensive data that has been compiles which has highlighted the prospectivity for gold, silver, copper and antimony.

As such, the giving of the financial benefit is on arm’s length terms, pursuant to section 210 of the Corporations Act.

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2.3 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 2 seeks Shareholder approval for the issue of Shares to a related party (Baracus) under and for the purposes of Listing Rule 10.11.

2.4 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 ) unless one of the exceptions in Section 611 of the Corporations Act applies.

Six months before this proposed transaction, the combined voting power of Baracus (together with its associates) was 31.1%.

In that six month period, the Company has issued 27,649,693 additional Shares which has led to a dilution of Baracus’ voting power. Assuming a deemed issue price of $0.028, the issue of the Shares pursuant to this Resolution is expected to reduce the voting power of Baracus and its associates to 28.9% and Baracus has otherwise maintained an interest in the Company of at least 19% for the past 6 months. This decrease would therefore fall within the “3% creep” exception contained in item 9 of section 611 of the Corporations Act.

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.

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2.5 Technical information required by Listing Rule 14.1A

If Resolution 2 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% placement capacity.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Shares under the Proposed Acquisition and the Company will need to consider alternative payment methods, most likely cash, to complete the transaction.

2.6 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 2:

• (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 7,000,000 Shares to the value of $196,000, at a deemed issue price per Share equal to $0.028;

• (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 of $0.028 in consideration for the Proposed Acquisition. Besides the Tenements, the Company will not receive any other consideration for the issue of the Shares;

• (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 2 of the Notice.

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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.

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.

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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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 – 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 $196,000, at a deemed issue price per $0.028 ( Consideration Shares ).

The Consideration Shares will be subject to voluntary escrow from their date of issue for six 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 third-party 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 Proposed Acquisition will otherwise be made on customary 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 Tuesday, 25 February 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

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. 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. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. 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.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au 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 Thursday, 27 February 2025 at Tambourah Metals Limited, U2, LVL 2, 10 Ord St, West Perth WA 6005 hereby:

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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.

STEP 2 - Your voting direction

For Against Abstain

Resolutions

1 RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1
2 ISSUE OF SHARES TO RELATED PARTY – BARACUS PTY LTD
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	STEP 3	STEP 3	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details
		Individual					or Securityholder 1																	Securityholder 2														Securityholder 3
	Sole Director and Sole Company Secretary																								Director										Director / Company Secretary
Contact Name:
Email		Address:
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