TASMAN RESOURCES LTD — Capital/Financing Update 2023

Feb 5, 2023

ACN 009 253 187

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CLEANSING NOTICE

This notice is given by Tasman Resources Ltd ( Tasman or Company ) under section 708AA(2)(f) of the Corporations Act 2001 (the Act ).

Overview

Tasman is undertaking a non-renounceable pro-rata rights offer to Tasman shareholders (the Offer ). The terms of the Offer are as follows:

1. The Offer is open to all Tasman shareholders who are on the register as at 5.00pm WST on 9 February 2023 (the Record Date ) and who have registered addresses in Australia or New Zealand ( Eligible Shareholders ).

2. Tasman shareholders with registered addresses outside of Australia and New Zealand ( Non-Resident Shareholders ) are not entitled to participate in the Offer. Tasman has determined, in accordance with the Act and Rule 7.7 of the Listing Rules of ASX Limited (the Rules ) that it would be unreasonable to make the Offer to Non-Resident Shareholders having regard to the number of Non-Resident Shareholders in each country other than Australia and New Zealand, the number and value of the Shares that would be offered to them and the cost of complying with the laws, and any requirements of any regulatory authorities, in countries other than Australia and New Zealand.

3. Under the Offer each Eligible Shareholder will be entitled to be issued with one (1) new fully paid ordinary Tasman share ( Share ) for every eight (8) Shares held by them as at the Record Date at a price of $0.008 per Share.

4. The rights of Eligible Shareholders under the Offer are non-renounceable.

5. The Offer is not underwritten.

The Offer, if fully subscribed, will raise approximately $671,152 and will result in the issue of approximately 83,894,073 new Shares.

The Offer is being made without disclosure to investors under Part 6D.2 of the Act. The Offer is being made in accordance with section 708AA of the Act, and does not therefore require disclosure under a disclosure document. Tasman is satisfied that it is entitled to rely on section 708AA of the Act.

As at the date of this notice, Tasman has complied with:

1. the provisions of Chapter 2M of the Act as they apply to Tasman; and

2. section 674 and 674A of the Act.

As at the date of this notice, there is no excluded information as described in section 708AA(8) and (9) of the Act.

Rights and liabilities attaching to the Shares

The Shares will rank equally with the 671,152,582 Shares already issued by Tasman and quoted on the ASX (ASX code: TAS).

Level 15, 197 St George’s Terrace, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866 Website: www.tasmanresources.com.au

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Impact on control

The capital structure of the Company on completion of the Offer will be as follows:

Shares
Shares currently on issue	671,152,582
Shares offered under the Offer (est)	83,894,073
Total Shares on issue on completion of the Offer (on the assumption that the Offer is fully subscribed) (est)(1),	755,046,655
Options(2), (3)
Listed Options (TASOE) (exercisable at $0.05 on or before 7 August 2023)	76,369,879
Unlisted ESOP Options (exercisable at $0.044 on or before 21 September 2023)	1,000,000
Unlisted ESOP Options (exercisable at $0.026 on or before 1 January 2026)	1,000,000
Total Options on issue on completion of the Offer (est)(2), (3)	78,369,879

(1) Assuming the Offer is fully subscribed and none of the Options currently on issue by the Company are exercised before the Record Date. If this occurs, the number of Shares may increase and the number of Options may decrease.

(2) No Options will be issued pursuant this Offer.

(3) Assuming none of the Options currently on issue in the Company are exercised before completion of the Offer.

The new Shares offered under the Offer represent 12.5% of the Company’s current issued Share capital.

Eligible Shareholders will be able to apply for additional Shares (over and above their entitlement) if all of the Shares under the Offer are not taken up by Eligible Shareholders (the Shares which are not taken up are hereinafter referred to as "the Shortfall") (“QS Shortfall Offer”). The Shortfall will be placed at the discretion of the Company, and the Company reserves the right not to allot any of the Shortfall or to allot to an applicant a lesser number of the new Shares comprising the Shortfall than the number for which the applicant applies or to reject an application. If there remains any Shortfall after the completion of the QS Shortfall Offer, the directors of the Company have reserved the power of placement of the remaining Shortfall at an issue price of not less than the issue price under the Offer, being $0.008 per Share.

Eligible Shareholders who have taken up their entitlement in full will not have their proportionate interest in the Company diluted by the Offer. Eligible Shareholders who take up their entitlement in full, and apply for (and are issued) additional new Shares forming part of the Shortfall will increase their proportionate interest in the Company. Eligible Shareholders who do not take up their entitlement in full (and Non-Resident Shareholders who are unable to participate in the Offer) will have their interest in the Company diluted.

Gregory Solomon and Douglas Solomon (directors of the Company), through their own personal shareholdings and the shareholdings of their associated companies and trusts, are the Company’s two largest shareholders and they have each indicated to the Company that they intend to support the Offer and to take up all or a significant percentage of their Entitlements. Their respective interests in the Company are shown in the table below:

Director	Ordinary Shares (% on issue)	Options
GregorySolomon(personal & associated companies and trusts)	114,165,258 Shares(17.01%)	5,263,549
Douglas Solomon(personal & associated companies and trusts)	117,744,018 Shares(17.54%)	7,900,579

Given the extent of each of their current shareholding, neither Gregory Solomon nor Douglas Solomon have control of the Company. If the Offer is not fully subscribed, their interest in the Company’s issued Share capital will likely increase by a small amount as a result of the Offer. However, it is not considered that the Offer will have any material effect on the control of the Company.

For further information please contact Tasman’s Company Secretary, on 9282 5889.

Dated: 6 February 2023

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Gregory H Solomon Chairman

Level 15, 197 St George’s Terrace, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866 Website: www.tasmanresources.com.au

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