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Taruga Minerals Limited ACN 153 868 789

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Friday, 28 August 2020

11:00am (WST)

Ascent Capital Level 1, 33 Ord Street West Perth WA 6005 Australia

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 (8) 9486 4036.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Taruga Minerals Limited will be held at the Ascent Capital, Level 1, 33 Ord Street, West Perth WA 6005, on Friday, 28 August 2020 at 11:00 am (WST).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 26 August 2020 at 4:00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum can be found in the Definitions section at page 19.

AGENDA

Resolution 1 – Ratification of 7.1 Placement

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 27,546,517 Shares issued pursuant to ASX Listing Rule 7.1 at an issue price of 1 cent per Share, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The entity will disregard any votes cast in favor of the resolution by or on behalf of:

(a) a person who participated in the issue; or
(b) an associate of those 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 – Ratification of 7.1A Placement

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 32,453,483Shares issued pursuant to ASX Listing Rule 7.1A at an issue price of 1 cent per Share, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The entity will disregard any votes cast in favor of the resolution by or on behalf of:

(a) a person who participated in the issue; or
(b) an associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

(c) 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
(d) 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
(e) 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 3 – Ratification of Shares issued to Glamour Division Pty Ltd

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 2,100,000 Shares issued pursuant to ASX Listing Rule 7.1, at a deemed issue price of 1 cent per Share to Glamour Division Pty Ltd , on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion

The entity will disregard any votes cast in favour of the resolution by or on behalf of:

(a) Glamour Division Pty Ltd; or
(b) an associate of Glamour Division Pty Ltd.

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 4 – Ratification of Shares issued to Ashanti Capital Pty Ltd

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 900,000 Shares issued pursuant to ASX Listing Rule 7.1, at a deemed issue price of 1 cent per Share to Ashanti Capital Pty Ltd, on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion

The entity will disregard any votes cast in favour of the resolution by or on behalf of:

(a) Ashanti Capital Pty Ltd; or
(b) an associate of Ashanti Capital Pty Ltd.

However, this does not apply to a vote cast in favour of a resolution by:

(c) 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
(d) 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
(e) 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 5 – Ratification of Shares issued to DJ Carmichael Pty Ltd

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 750,000 Shares issued pursuant to ASX Listing Rule 7.1, at a deemed issue price of 1 cent per Share to DJ Carmichael Pty Ltd, on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion

The entity will disregard any votes cast in favour of the resolution by or on behalf of:

(a) DJ Carmichael Pty Ltd; or
(b) an associate of DJ Carmichael Pty Ltd.
However, this does not apply to a vote cast in favour of a resolution by:
(c) 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
(d) 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
(e) 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 6 – Ratification of Shares issued to Shaw and Partners Limited

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 750,000 Shares issued pursuant to ASX Listing Rule 7.1, at a deemed issue price of 1 cent per Share to Shaw and Partners Limited, on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion

The entity will disregard any votes cast in favour of the resolution by or on behalf of:

(a) Shaw and Partners Limited; or
(b) an associate of Shaw and Partners Limited.

However, this does not apply to a vote cast in favour of a resolution by:

(c) 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
(d) 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
(e) 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 7 – Ratification of Shares issued to Talltree Holdings Pty Ltd

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 1,500,000 Shares issued pursuant to ASX Listing Rule 7.1, at a deemed issue price of 1 cent per Share to Talltree Holdings Pty Ltd, on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion

The entity will disregard any votes cast in favour of the resolution by or on behalf of:

(a) Talltree Holdings Pty Ltd; or
(b) an associate of Talltree Holdings Pty Ltd.

However, this does not apply to a vote cast in favour of a resolution by:

(c) 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
(d) 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
(e) 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 8 – Approval to Issue Consideration Shares to Strikeline Resources Shareholders

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

“Subject to the exercise of the Option to acquire Strikeline Resources, that, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 40,000,000 Consideration Shares to the shareholders of Strikeline Resources under the Binding Terms Sheet, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The entity will disregard any votes cast in favour of the resolution by or on behalf of:

(a) Strikeline Resources Pty Ltd; or
(b) an associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

(c) 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
(d) 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
(e) 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.

Dated 22 July 2020

BY ORDER OF THE BOARD

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Gary Steinepreis Director

EXPLANATORY MEMORANDUM

1 Introduction

This Explanatory Memorandum has been prepared for the information of members of Taruga Minerals Limited ( Taruga ) in connection with the business to be conducted at the General Meeting to be held on Friday, 28 August 2020 commencing at 11:00am (WST) at Ascent Capital, Level 1, 33 Ord Street, West Perth WA 6005.

This Explanatory Memorandum forms part of and should be read in conjunction with the accompanying Notice of General Meeting.

Shareholders should note that all the Directors approved the proposal to put the resolutions to Shareholders as outlined in the Notice of General Meeting and to prepare this Explanatory Memorandum.

The purpose of this Explanatory Memorandum is to provide information for Shareholders in deciding whether or not to pass the Resolutions in the Notice of General Meeting.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

An appointment of corporate representative form is available from the website of the Company’s share registry (https://www.automicgroup.com.au/).

3. Resolution 1 – Ratification of 7.1 Placement

3.1 Background

The Company announced on 22 May 2020 that it had raised $600,000 by way of the placement of 60,000,000 fully paid ordinary shares in the capital of the Company ( Shares ) at an issue price of 1 cent per Share to sophisticated and professional investors ( Placement ). The Placement consisted of 27,546,517 Shares issued pursuant to ASX Listing Rule 7.1 ( 7.1 Placement ) and 32,453,483 Shares issued pursuant to ASX Listing Rule 7.1A ( 7.1A Placement ).

Pursuant to ASX Listing Rule 7.4, Resolution 1 – Ratification of 7.1 Placement seeks Shareholder ratification for the prior issue of 27,546,517 Shares issued pursuant to Listing Rule 7.1 at an issue price of 1 cent per Share.

3.2 ASX Listing Rule Requirements

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, 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.

3.3 Technical information required by ASX Listing Rule 7.4

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to the Ratification:

(a) number of securities issued: 27,546,517 Shares were issued pursuant to ASX Listing Rule 7.1;
(b) the issue price of the Shares issued pursuant to the Placement was 1 cent per Share; (c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;
(d) the Shares were issued to certain professional and sophisticated investors introduced by the Company’s brokers, none of whom are related parties of the Company;
(e) the Shares were issued on 22 May 2020; and
(f) the Company intends to use funds raised pursuant to the Placement as follows:
(i) to continue with exploration activities at the Company’s existing Australian projects;
(ii) to fund on-going project expenditure under the Strikeline Resources option, the evaluation of new projects and exploration activities in Australia; and
(iii) for general working capital purposes.

4. Resolution 2 – Ratification of 7.1A Placement

4.1 Background

Pursuant to ASX Listing Rule 7.4, Resolution 2 – Ratification of 7.1A Placement seeks Shareholder ratification for the prior issue of 32,453,483 Shares issued pursuant to Listing Rule 7.1A at an issue price of 1 cent per Share.

4.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1A provides that an “Eligible Entity” may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting. This extra 10% capacity is in addition of the Company’s 15% capacity under ASX Listing Rule 7.1. The Company confirms that it is an “Eligible Entity” and that it obtained approval from Shareholders at its last annual general meeting for this placement capacity in accordance with the ASX Listing Rules.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 10% annual placement capacity as set out in ASX Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

4.3 Technical information required by ASX Listing Rule 7.4

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to the Ratification:

(a) number of securities issued: 32,453,483 Shares were issued pursuant to ASX Listing Rule 7.1A;
(b) the issue price of the Shares issued pursuant to the Placement was 1 cent per Share;
(c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;
(d) the Shares were issued to certain professional and sophisticated investors introduced by the Company’s brokers, none of whom are related parties of the Company;
(e) the Shares were issued on 22 May 2020; and
(f) the Company intends to use funds raised pursuant to the Placement as follows:
(i) to continue with exploration activities at the Company’s existing Australian projects;
(ii) to fund on-going project expenditure under the Strikeline Resources option, the evaluation of new projects and exploration activities in Australia; and
(iii) for general working capital purposes.

5. Resolution 3 – Ratification of issue of Shares to Glamour Division Pty Ltd

5.1 Background

On 14 May 2020, the Company announced that it had entered into a 12-month Option Agreement ( Option Agreement ) with Strikeline Resources Pty Ltd ( Strikeline Resources ), granting the Company the ability to purchase a 100% interest in the Flinders Project, a highly prospective Iron-Oxide-Copper-Gold (IOCG)-style Project in South Australia ( Acquisition ). Strikeline Resources was introduced to the Company by Ashanti Capital Pty Ltd (Ashanti Capital).

In consideration for the introduction, the Company agreed to issue Ashanti Capital (or their nominee/s) with up to 12,000,000 Shares in the Company pursuant to Listing Rule 7.1, with 6,000,000 Shares being issued upon signing the Option Agreement ( Advisor Shares ) and a further 6,000,000 Shares to be issued in the event the Company completes the Acquisition. There are no other fees payable to Ashanti Capital (or their nominee/s) in relation to the introduction of Strikeline Resources.

Resolutions 3 to 7 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Advisor Shares ( Advisor Shares Ratification ), as set out in 5.3(d) below.

5.2 ASX Listing Rule Requirements

By ratifying these issues, 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.

5.3 Technical information required by ASX Listing Rule 7.4

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to the Advisor Shares Ratification:

(a) number of securities issued: 2,100,000 Advisor Shares were issued to Glamour Division Pty Ltd pursuant to ASX Listing Rule 7.1;
(b) the deemed issue price of the Advisor Shares was 1 cent per Share;
(c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;
(d) the Shares were issued to the following parties:

Resolution	Recipient of Advisor Shares	Shares
3	Glamour Division Pty Ltd	2,100,000
4	Ashanti Capital Pty Ltd	900,000
5	DJ Carmichael Pty Ltd	750,000
6	Shaw and Partners Limited	750,000
7	Talltree Holdings Pty Ltd	1,500,000
Total Advisor Shares		6,000,000

none of whom are related parties of the Company.

(e) the Advisor Shares were issued on 22 May 2020; and
(f) no funds were raised through the issue of the Advisor Shares.

A voting exclusion statement is included in the Notice.

If resolution 3 is passed, the Issue will be excluded in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

If resolution 3 is not passed, the Issue will be included in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

5.4 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3 as this will allow the Company to issue securities to complete the Acquisition whilst preserving the Company’s 15% annual limit permitted by ASX Listing Rule 7.1.

6. Resolution 4 – Ratification of issue of Shares to Ashanti Capital Pty Ltd

6.1 ASX Listing Rule Requirements

6.2 Technical information required by ASX Listing Rule 7.4

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to the Advisor Shares Ratification:

(a) number of securities issued: 900,000 Advisor Shares were issued to Ashanti Capital Pty Ltd pursuant to ASX Listing Rule 7.1;
(b) the deemed issue price of the Advisor Shares was 1 cent per Share;
(c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;
(d) the Shares were issued to the parties in 5.3(d), none of whom are related parties of the Company.

(e) the Advisor Shares were issued on 22 May 2020; and
(f) no funds were raised through the issue of the Advisor Shares.

A voting exclusion statement is included in the Notice.

If resolution 4 is passed, the Issue will be excluded in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

If resolution 4 is not passed, the Issue will be included in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

6.3 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4 as this will allow the Company to issue securities to complete the Acquisition whilst preserving the Company’s 15% annual limit permitted by ASX Listing Rule 7.1.

7. Resolution 5 – Ratification of issue of Shares to DJ Carmichael Pty Ltd

7.1 ASX Listing Rule Requirements

7.2 Technical information required by ASX Listing Rule 7.4

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to the Advisor Shares Ratification:

(a) number of securities issued: 750,000 Advisor Shares were issued to DJ Carmichael Pty Ltd pursuant to ASX Listing Rule 7.1;
(b) the deemed issue price of the Advisor Shares was 1 cent per Share;
(c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;

(d) the Shares were issued to the parties in 5.3(d), none of whom are related parties of the Company.
(e) the Advisor Shares were issued on 22 May 2020; and
(f) no funds were raised through the issue of the Advisor Shares.

A voting exclusion statement is included in the Notice.

If resolution 5 is passed, the Issue will be excluded in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

If resolution 5 is not passed, the Issue will be included in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

7.3 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5 as this will allow the Company to issue securities to complete the Acquisition whilst preserving the Company’s 15% annual limit permitted by ASX Listing Rule 7.1.

8. Resolution 6 – Ratification of issue of Shares to Shaw and Partners Limited

8.1 ASX Listing Rule Requirements

8.2 Technical information required by ASX Listing Rule 7.4

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to the Advisor Shares Ratification:

(a) number of securities issued: 750,000 Advisor Shares were issued to Shaw and Partners Limited pursuant to ASX Listing Rule 7.1;
(b) the deemed issue price of the Advisor Shares was 1 cent per Share;

(c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;
(d) the Shares were issued to the parties in 5.3(d), none of whom are related parties of the Company.
(e) the Advisor Shares were issued on 22 May 2020; and
(f) no funds were raised through the issue of the Advisor Shares.

A voting exclusion statement is included in the Notice.

If resolution 6 is passed, the Issue will be excluded in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

If resolution 6 is not passed, the Issue will be included in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

8.3 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 6 as this will allow the Company to issue securities to complete the Acquisition whilst preserving the Company’s 15% annual limit permitted by ASX Listing Rule 7.1.

9. Resolution 7 – Ratification of issue of Shares to Talltree Holdings Pty Ltd

9.1 ASX Listing Rule Requirements

9.2 Technical information required by ASX Listing Rule 7.4

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to the Advisor Shares Ratification:

(a) number of securities issued: 1,500,000 Advisor Shares were issued to Talltree Holdings Pty Ltd pursuant to ASX Listing Rule 7.1;
(b) the deemed issue price of the Advisor Shares was 1 cent per Share;
(c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;
(d) the Shares were issued to the parties in 5.3(d), none of whom are related parties of the Company.
(e) the Advisor Shares were issued on 22 May 2020; and
(f) no funds were raised through the issue of the Advisor Shares.

A voting exclusion statement is included in the Notice.

If resolution 7 is passed, the Issue will be excluded in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

If resolution 7 is not passed, the Issue will be included in calculating Taruga’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

9.3 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7 as this will allow the Company to issue securities to complete the Acquisition whilst preserving the Company’s 15% annual limit permitted by ASX Listing Rule 7.1.

10. Resolution 8 – Approval to Issue Consideration Shares to Strikeline Resources Shareholders

10.1 Background

Pursuant to the Option Agreement, the Company has until 14 May 2021 to exercise its option to acquire Strikeline Resources. A condition of exercising the option includes the expenditure of a minimum of $250,000 on the Strikeline Resources projects during the option period. In the event that the Company elects to exercise its option to acquire Strikeline Resources (as defined in 4.1 above), Taruga would, amongst other things, be required to issue the sellers (or their nominee/s) with 40,000,000 Shares in the Company ( Consideration Shares ).

The following is a summary of the material terms of the potential Acquisition of Strikeline Resources.

Should Taruga exercise the option to acquire 100% of Strikeline Resources, Taruga will have the following obligations to the sellers of Strikeline:

(a) On or before 14 May 2021, and subject to any required shareholder approvals, Taruga shall issue to the sellers (or their nominee/s) 40 million fully paid ordinary shares in Taruga (the subject of this Resolution 8);

(b) Performance Milestone 1: Following Taruga delineating a JORC Indicated Resource (as defined in JORC 2012) of 150,000t Cu Equivalent (Cu, Au, Ag) at the Project, Taruga will make a milestone payment to the sellers of A$400,000 which may at the election of Taruga be paid in cash or Ordinary Fully Paid Shares at the 14-day VWAP of Taruga’s Share price as traded on the ASX;
(c) Performance Milestone 2: Following Taruga completing a positive Bankable Feasibility Study (as defined in JORC 2012) in relation to the Project, Taruga will make a milestone payment to the sellers of A$500,000 which may at the election of Taruga be paid in cash or Ordinary Fully Paid Shares at the 14-day VWAP of Taruga’s Share price as traded on the ASX; and
(d) Performance Milestone 3: Following Taruga commencing commercial production (being first concentrate sales) at the Project, the Company will make a payment to the sellers of A$500,000 which may at the election of Taruga be paid in cash or Ordinary Fully Paid Shares at the 14-day VWAP of Taruga’s Share price as traded on the ASX.

Royalties

Taruga and the sellers will execute a 1% net smelter royalty pursuant to which Taruga will pay the sellers 1% in respect of all precious, industrial minerals and base metals produced, sold and proceeds received from the Project (NSR) to be agreed between the Parties (acting reasonably).

10.2 ASX Listing Rule Requirements

Resolution 8 seeks Shareholder approval for the future issue of the Consideration Shares to the shareholders of Strikeline Resources (or their nominee/s) in the event that the Company elects to exercise its option to acquire Strikeline Resources. The shareholders of Strikeline Resources are not related parties of the Company.

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.

The effect of Resolution 8 will be to allow the Company to issue the Consideration Shares to the shareholders of Strikeline Resources (or their nominee/s) during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

10.3 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided about the issue:

(a) The maximum number of securities to be issued is 40,000,000 Consideration Shares. (b) The securities will be issued no later than 3 months 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 intended that issue will occur on the same date.

(c) The deemed issue price of the Consideration Shares is 1 cent per Share.
(d) The securities will be issued to the shareholders of Strikeline Resources, who are not related parties of the Company for the purposes of the ASX Listing Rules.
(e) The securities to be issued are fully paid ordinary shares in the capital of the Company that will rank equally with all Shares currently on issue.
(f) No funds will be raised from the issue as the Consideration Shares are issued in consideration of the Acquisition.

A voting exclusion statement is included in the Notice.

10.4 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 8 as this will allow the Company to issue securities to complete the Acquisition whilst preserving the Company’s 15% annual limit permitted by ASX Listing Rule 7.1.

Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Business Day has the meaning contained in the Listing Rules.

Chair or Chairman means the person appointed to chair the Meeting conveyed by this Notice.

Company means Taruga Minerals Limited (ACN 153 868 789).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Listing Rules means the listing rules of ASX.

Meeting or General Meeting means the meeting convened by this Notice (as adjourned from time to time).

Notice or Notice of General Meeting means this notice of general meeting.

Proxy Form means the proxy form attached to the Notice.

Related Party has the meaning given in the Listing Rules 7.2.

Resolution means a resolution contained in the Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Strikeline Resources means Strikeline Resources Pty Ltd (ACN 631 241 355).

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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PROXY FORM

The Secretary Taruga Minerals Limited

By delivery: By post: By facsimile: Level 8, 99 St Georges Terrace, PO Box 5638, St Georges Tce, Perth Perth WA 6000 WA 6831 +61 8 9486 4799

Name of Shareholder[1] : Address of Shareholder: Number of Shares entitled to vote:

Please mark  to indicate your directions. Further instructions are provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

The Chairman of  OR if you are NOT appointing the the Meeting (mark Chairman of the meeting as your proxy, box) please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy[2]

or failing the person/body corporate named, or if no person/body is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Meeting of the Company to be held at Ascent Capital, Level 1, 33 Ord Street, West Perth WA 6005 on Friday, 28 August 2020 at 11.00am WST.

Please note the Chairman of the Meeting intends to vote all undirected proxies in favour of each Resolution.

Step 2 – Instruction as to Voting on Resolutions

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

			FOR	AGAINST	ABSTAIN
Resolution	1	– Ratification of 7.1 Placement			
Resolution	2	– Ratification of 7.1A Placement			
Resolution	3	– Ratification of Shares issued to Glamour Division Pty Ltd			
Resolution	4	– Ratification of Shares issued to Ashanti Capital Pty Ltd			
Resolution	5	– Ratification of Shares issued to DJ Carmichael Pty Ltd			
Resolution	6	– Ratification of Shares issued to Shaw and Partners Limited			
Resolution	7	– Ratification of Shares issued to Talltree Holdings Pty Ltd			
Resolution	8	– Approval to issue the Consideration Shares			

The Chairman of the Meeting intends to vote all undirected proxies in favour of each Resolution.

Authorised signature/s

This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Sole Director and Sole Company Secretary Contact Name	Shareholder 2 Director Contact Daytime Telephone	Shareholder 3

		Director/Company Secretary

		Date

1Insert name and address of Shareholder 2Insert name and address of proxy

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder’s votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate or Appointment of Representative prior admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy, of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicated the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received at the Perth office of the Company at PO Box 5638, St Georges Terrace, Perth WA 6831 or Facsimile +61 8 9486 4799 not less than 48 hours prior to the time of commencement of the Meeting.

AI assistant

TARUGA MINERALS LIMITED — Proxy Solicitation & Information Statement 2020

65895_rns_2020-07-21_fe785036-eec2-43f6-b754-3fdd4c2981c4.pdf

Taruga Minerals Limited ACN 153 868 789

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

NOTICE OF GENERAL MEETING

AGENDA

Resolution 1 – Ratification of 7.1 Placement

Voting Exclusion

Resolution 2 – Ratification of 7.1A Placement

Voting Exclusion

Resolution 3 – Ratification of Shares issued to Glamour Division Pty Ltd

Voting Exclusion

Resolution 4 – Ratification of Shares issued to Ashanti Capital Pty Ltd

Voting Exclusion

Resolution 5 – Ratification of Shares issued to DJ Carmichael Pty Ltd

Voting Exclusion

Resolution 6 – Ratification of Shares issued to Shaw and Partners Limited

Voting Exclusion

Resolution 7 – Ratification of Shares issued to Talltree Holdings Pty Ltd

Voting Exclusion

Resolution 8 – Approval to Issue Consideration Shares to Strikeline Resources Shareholders

Voting Exclusion

Dated 22 July 2020

BY ORDER OF THE BOARD

Gary Steinepreis Director

EXPLANATORY MEMORANDUM

1 Introduction

2. Action to be taken by Shareholders

2.1 Proxies

2.2 Corporate representatives

3. Resolution 1 – Ratification of 7.1 Placement

3.1 Background

3.2 ASX Listing Rule Requirements

3.3 Technical information required by ASX Listing Rule 7.4

4. Resolution 2 – Ratification of 7.1A Placement

4.1 Background

4.2 ASX Listing Rule Requirements

4.3 Technical information required by ASX Listing Rule 7.4

5. Resolution 3 – Ratification of issue of Shares to Glamour Division Pty Ltd

5.1 Background

5.2 ASX Listing Rule Requirements

5.3 Technical information required by ASX Listing Rule 7.4

5.4 Directors’ Recommendation

6. Resolution 4 – Ratification of issue of Shares to Ashanti Capital Pty Ltd

6.1 ASX Listing Rule Requirements

6.2 Technical information required by ASX Listing Rule 7.4

6.3 Directors’ Recommendation

7. Resolution 5 – Ratification of issue of Shares to DJ Carmichael Pty Ltd

7.1 ASX Listing Rule Requirements

7.2 Technical information required by ASX Listing Rule 7.4

7.3 Directors’ Recommendation

8. Resolution 6 – Ratification of issue of Shares to Shaw and Partners Limited

8.1 ASX Listing Rule Requirements

8.2 Technical information required by ASX Listing Rule 7.4

8.3 Directors’ Recommendation

9. Resolution 7 – Ratification of issue of Shares to Talltree Holdings Pty Ltd

9.1 ASX Listing Rule Requirements

9.2 Technical information required by ASX Listing Rule 7.4

9.3 Directors’ Recommendation

10. Resolution 8 – Approval to Issue Consideration Shares to Strikeline Resources Shareholders

10.1 Background

Royalties

10.2 ASX Listing Rule Requirements

10.3 Information required by Listing Rule 7.3

10.4 Directors’ Recommendation

Definitions

PROXY FORM

Step 2 – Instruction as to Voting on Resolutions

Authorised signature/s

Proxy Notes:

More from TARUGA MINERALS LIMITED

TARUGA MINERALS LIMITED Proxy Solicitation & Information Statement 2020