TERRA METALS LIMITED — Director's Dealing 2018

Jun 12, 2018

13 June 2018

Ms Jessica Coupe Australian Securities Exchange Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

Dear Jessica

Appendix 3Y – Change of Director’s Interest Notices

I refer to your letter dated 12 June 2018 regarding the two Change in Director’s Interest Notices (“Appendix 3Ys”) lodged on 12 June 2018. The Company recognises that the Appendix 3Ys were lodged outside the timeline prescribed in accordance with ASX Listing Rule 3.19A. In response to the questions in your letter, we give the following answers:

1. Please explain why the Appendix 3Ys were lodged late?

The Appendix 3Ys related to the relevant Directors participation in the accelerated non-renounceable entitlement offer (“Entitlement Offer”) as announced to ASX on 17 May 2018. The Company announced to ASX on 21 May 2018 that the relevant Directors would subscribe for their maximum respective entitlements under the Entitlement Offer, however the Appendix 3Ys were inadvertently lodged late, owing to the fact that the relevant Directors participated in the accelerated institutional component of the Entitlement Offer (which settled on 29 May 2018), not the retail component of the Entitlement Offer that other eligible Directors participated in (which will settle on 15 June 2018).

2. What arrangements does the Company have in place under listing rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

All Directors are aware of their obligations in relation to Listing Rule 3.19A and in accordance with the ASX Listing Rules the Company has put in place a Securities Trading Policy, which forms part of each Directors letter of appointment. This policy requires Directors to notify the Company Secretary of any changes in the Company's securities held by Directors within two business days of such change occurring.

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

The existing arrangements, as set out in paragraph 2 above, are considered to be adequate and are being enforced to ensure compliance with listing rule 3.19B.

The Company is strongly committed to ensuring its compliance with the disclosure obligations in accordance with the share trading policy and the ASX Listing Rules.

Yours sincerely

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Greg Swan

Company Secretary

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12 June 2018

Mr Gregory Swan Company Secretary Paringa Resources Limited Level 9, BGC Centre 28 The Esplanade PERTH WA 6000

Dear Mr Swan

Paringa Resources Limited (the “Entity”): Appendix 3Y – Change of Director’s Interest Notice

We refer to the following;

1. The Appendices 3Y lodged by the Entity with ASX on 12 June 2018 for Mr Todd Hannigan and Mr Thomas Todd (the “Director’s Notices”);

2. Listing rule 3.19A which requires an entity to tell ASX the following:

3. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

• Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the

Level 40, Central Park 152-158 St George’s Terrace Customer service 13 12 79 Perth WA 6000 asx.com.au

ASX Limited ABN 98 008 624 691

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information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

The Appendices 3Y indicate that a change in the Directors’ notifiable interests occurred on 29 May 2018. It appears that the Director’s Notices should have been lodged with ASX by 5 June 2018. Consequently, the Entity may be in breach of listing rules 3.19A and/or 3.19B. It also appears the directors concerned may have breached section 205G of the Corporations Act.

Please note that ASX is required to record details of breaches of the listing rules by listed entities for its reporting requirements.

ASX reminds the Entity of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Entity make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities , under listing rule 18.7 we ask that you answer each of the following questions.

1. Please explain why the Appendices were lodged late.

2. What arrangements does the Entity have in place under listing rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Entity intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at tradinghaltsperth@asx.com.au. It should not be sent to the ASX Market Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (i.e. before 7:30am AWST) on Friday 15 June 2018 .

Under listing rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.

If you have any queries or concerns about any of the above, please contact me immediately. Kind regards

[Sent electronically without signature]

Jessica Coupe

Adviser, Listings Compliance (Perth)

• T +61 8 9224 0029

• E Jessica.Coupe@asx.com.au

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