TARTANA MINERALS LIMITED — M&A Activity 2021

Jul 11, 2021

R3D Resources Limited | ACN: 111 398 040 | ASX: R3D 169 Blues Point Road McMahons Point NSW 2060 Australia | T +61 2 9392 8032

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ASX Announcement

12 July 2021

Tartana Resources Limited Takeover Offer – Status of Defeating Conditions

For the purposes of section 630(4) and 650F of the Corporations Act 2001 (Cth), R3D Resources Limited ( R3D ) encloses, by way of service, the notice of the status of the defeating and other conditions to the offmarket takeover offer of all of the shares and options in Tartana Resources Limited ( Tartana ).

R3D advises all Tartana shareholders that the offers are now unconditional and will close at 7:00pm (Sydney Time) on 31 July 2021.

This announcement is authorised by the Board of R3D.

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R3D Resources Limited | ACN: 111 398 040 | ASX: R3D 169 Blues Point Road McMahons Point NSW 2060 Australia | T +61 2 9392 8032

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Notice of Fulfilment of defeating condition under Section 630(4) and 650F of the Corporations Act 2001 (Cth)

• To: Tartana Resources Limited (ACN 126 905 726) ( Tartana ); and Australian Securities and Investments Commission ( ASIC ).

For the purposes of section 630(4) and 650F of the Corporations Act 2001 (Cth) ( Corporations Act ), R3D Resources Limited (ACN 119 111 398 040) ( R3D Resources ), gives notice in relation to the offers made under its takeover bid for all of the ordinary shares and options in Tartana Resources Limited ( Tartana) and contained in its R3D bidder’s statement dated 5 February 2021, the First Supplementary Bidder Statement dated 8 April 2021, and Second Supplementary Bidder Statement dated 17 April 2021 ( Bidder's Statement ).

Terms defined in the Bidder's Statement have the same meaning when used in this notice.

The defeating conditions contained in section 14.4 and 14.5 of the Bidder's Statement relating to:

• The ASX approving the reinstatement of R3D to Official Quotation;

• The ASX granting a waiver in relation to the application of Chapter 9 of the ASX Rules resulting in the securities of Tartana Security Holders being treated not less favourably than if Tartana were undertaking a direct initial public offering under Chapter 1 of the ASX Rules; and

• R3D successfully completing a Public Offer to raise $4.25 million.

have been fulfilled.

Further, each condition in section 14.2 ( Regulatory Approval ), 14.3 ( No restraint adversely affecting the Offer), section 14.6 (No Tartana Prescribed Occurrence) , 14.7 (No Tartana Material Adverse Change ) and section 14.8 ( Representations) have been waived.

The condition in section 14.1 ( Minimum acceptance condition ) was fulfilled on 26 March 2021.

Accordingly, the Offer is now free of all conditions.

R3D Resources has received acceptances with respect to Tartana Shares of 99.83% and Tartana Options of 100%.

For further information regarding the offers, please refer to the Bidder's Statement which was sent to Tartana shareholders on 19 February 2021 and is available on the ASX.

Dated: 12 July 2021

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Signed for and on behalf of R3D Resources Limited

Daniel Yeo Chin Tuan, Chairman

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