TERRACOM LIMITED — AGM Information 2017

Oct 26, 2017

TerraCom Limited

ACN 143 533 537

Notice of Annual General Meeting

and

Explanatory Statement

TIME: 10:00am (Brisbane time) DATE: Thursday, 30 November 2017 LOCATION: Sofitel Brisbane Central St Germain Room 249 Turbot Street, Brisbane, Queensland, 4000 Australia

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.

If you are unable to attend the Meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

Should you wish to discuss the matters in the Notice of Meeting please do not hesitate to contact the Company Secretary.

247792105.03

NOTICE OF MEETING

Time and place of meeting

Notice is given that the 2017 Annual General Meeting of shareholders of TerraCom Limited ( Company ) will be held at 10:00am (Brisbane time) on Thursday, 30 November 2017 at:

Sofitel Brisbane Central St Germain Room 249 Turbot Street Brisbane, Queensland, 4000

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

Voting entitlements

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that, for the purposes of the Meeting, shares in the Company will be taken to be held by the persons who are registered as holders of them at 7.00pm (Sydney time) on Tuesday, 28 November 2017. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting by shareholders

To vote in person, attend the Meeting at the time, date and place set out above.

On a poll, a shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote for every fully paid share held (subject to any voting restrictions that apply). On a show of hands, every shareholder present (in person or by proxy, attorney or representative) and entitled to vote has one vote.

Voting by proxy

Please note that:

• (a) every member has a right to appoint a proxy. A member entitled to attend and cast two or more votes at the Annual General Meeting is entitled to appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

• (b) a proxy appointed to attend and vote for a member has the same rights as the member to speak at the meeting, to vote (but only to the extent allowed by the appointment) and to join in a demand for a poll;

• (c) a proxy need not be a member of the Company;

• (d) an instrument appointing a proxy may be in the form of the proxy form attached to this Notice of Meeting;

• (e) if a member appoints two proxies, and the appointment does not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the member’s votes;

• (f) a proxy form may specify the manner in which the proxy is to vote in respect of a particular Resolution and, where the proxy chooses to vote the proxy may only vote on the Resolution as directed by the member. If the member has directed the proxy how to vote on particular resolution and either the proxy fails to attend the meeting or chooses not to vote on a poll for the Resolution, then the Chairman of the meeting will be deemed to be the member's proxy and will vote the shares as directed by the member;

• (g) if a member does not direct the proxy how to vote on a particular Resolution, the member is authorising the proxy to vote as the proxy decides, subject to any applicable voting exclusions/prohibitions;

• (h) If a member appoints the Chair of the Meeting as their proxy using the enclosed proxy form (or the Chair becomes proxy by default) without specifying the way the proxy is to vote on a particular Resolution, by completing and signing the proxy form the member will be expressly authorising the Chair to exercise the proxy

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as he or she sees fit, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Company's key management personnel;

• (i) to be a valid appointment of a proxy, a proxy form must be signed or otherwise authenticated in a manner prescribed by regulations made under section 250A of the Corporations Act 2001 (Cth) ( Corporations Act ) by or on behalf of the member making the appointment and contain the information required by the Corporations Act. If the member is a corporation, it must be executed in accordance with the corporation’s constitution and, if applicable, the Corporations Act (and may be signed on behalf of the corporation by its duly appointed attorney); and

• (j) to be effective for the Meeting, the proxy's appointment and, if the document is signed or otherwise authenticated in accordance with relevant regulations by the member's attorney, the original or a certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated (or attested certified copy of it) must be received by no later than 10.00am (Brisbane time) on Tuesday 28 November 2017 by the Company at the Company's registered address or at any of the following:

in person: TerraCom Limited C/- Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 Australia

online: www.linkmarketservices.com.au

by mail: TerraCom Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

by facsimile: + 61 2 9287 0309

A proxy form accompanies this Notice.

Voting by corporate representative

A body corporate may appoint an individual as its corporate representative to exercise all or any of the powers the body corporate may exercise at the Meeting, in accordance with section 250D of the Corporations Act.

The body corporate will need to ensure that it provides satisfactory evidence of the appointment of its corporate representative.

The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it has been signed, unless it has previously been given to the Company. A form of notice of appointment can be obtained from Link Market Services or downloaded from www.linkmarketservices.com.au

Voting by attorney

A member entitled to attend and vote may appoint an attorney to act on his or her behalf at the Meeting. An attorney may but need not be a member of the Company.

An attorney may not vote at the Meeting unless the instrument appointing the attorney, and the authority under which the instrument is signed or a certified copy of the authority, are received by the Company no later than no later than 10.00am (Brisbane time) on Tuesday, 28 November 2017.

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BUSINESS OF THE MEETING – AGENDA

Financial statements and reports

To receive and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2017, which includes the Company's Financial Report, the Directors’ Report (which includes the review of operations and the Remuneration Report), and the Independent Auditor’s Report.

Note: There is no requirement for shareholders to approve these reports.

1 Resolution 1 – Adoption of remuneration report

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That the Remuneration Report of the Company (which forms part of the Directors’ Report) for the financial year ended 30 June 2017 be adopted.”

The Remuneration Report is set out on pages 14-19 of the TerraCom Limited 2017 Annual Financial Report.

Notes:

• The vote on this resolution is advisory only and does not bind the Directors or the Company.

• The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

• A voting exclusion applies to this resolution as set out in the Explanatory Statement.

2 Resolution 2 – Election of James Soorley, appointed since last AGM

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That James Soorley, who having been appointed as a director since the last Annual General Meeting of the Company holds office until the end of this Meeting, and being eligible, offers himself for election, be elected as a Director of the Company.”

Note: The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

3 Resolution 3 – Election of Wallace King, appointed since last AGM

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That Wallace King, who having been appointed as a director since the last Annual

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General Meeting of the Company holds office until the end of this Meeting, and being eligible, offers himself for election, be elected as a Director of the Company.”

Note: The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

4 Resolution 4 – Re-Election of Philip Forrest

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That Philip Forest, who retires as a director by rotation in accordance with the Company's Constitution, and being eligible, offers himself for re-election, be elected as a Director of the Company.”

Note: The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

5 Resolution 5 – Re-Election of Cameron McRae

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That Cameron McRae, who retires as a director by rotation in accordance with the Company's Constitution, and being eligible, offers himself for re-election, be elected as a Director of the Company.”

Note: The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

6 Resolution 6 – Approval of increase to maximum annual aggregate remuneration for Non-Executive Directors

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That for the purposes of clause 15.4 of the Company’s constitution, ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate remuneration which may be paid to non-executive directors in any year be increased by $100,000 from $600,000 to $700,000.”

Notes:

• The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

• A voting exclusion applies to this resolution as set out in the Explanatory Statement.

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7 Resolution 7 – Approval of share issue to Wallace King AO under Non-Executive Chairman Appointment Agreement

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of 7,766,989 fully paid ordinary shares under NonExecutive Chairman Appointment Agreement on the terms and conditions set out in the Explanatory Statement.”

Notes:

• The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

• A voting exclusion applies to this resolution as set out in the Explanatory Statement.

8 Resolution 8 – Ratification of prior issue of shares to institutional and sophisticated investors

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 133,333,333 shares in total on 14 December 2016 to institutional and sophisticated investors as described in the Explanatory Statement be ratified and approved.”

Notes:

• The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

• A voting exclusion applies to this resolution as set out in the Explanatory Statement.

9 Resolution 9 – Ratification of prior issue of shares to Noble Resources International Pte Limited

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 298,311,234 shares in total on 30 June 2017 to Noble Resources International Pte Limited as described in the Explanatory Statement be ratified and approved.”

Notes:

• The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

• A voting exclusion applies to this resolution as set out in the Explanatory Statement.

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10 Resolution 10 – Consolidation of fully paid ordinary shares

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That:

• (A) with effect on Tuesday, 12 December 2017 (or a later date as is notified by the Company to ASX before 12 December 2017) (being the Consolidation Effective Date ), all of the ordinary shares in the capital of the Company be converted into a smaller number of ordinary shares, in the ratio of one consolidated ordinary share for every 10 existing ordinary shares; and

• (B) where the number of shares held by any shareholder of the Company immediately before the Consolidation Effective Date would, upon the consolidation taking effect, entitle the shareholder to a fraction of a share, the directors are authorised and approved to issue to such shareholder (including a shareholder who is a director and other related party), immediately before the Consolidation Effective Date, such number of additional fully paid ordinary shares as is necessary to ensure that no such fractional entitlement would arise,

as further described in the Explanatory Statement.”

Notes:

• The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

11 Resolution 11 – Approval of 10% Additional Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval be given for the Company to issue or agree to issue up to 10% of the issued capital of the Company calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Notes:

• The Chair of the Meeting intends to vote all available proxies in favour of this item of business.

• A voting exclusion applies to this resolution as set out in the Explanatory Statement.

By Order of the Board

Dated: 27 October 2017

==> picture [132 x 38] intentionally omitted <==

Nathan Boom Company Secretary

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EXPLANATORY STATEMENT

The Explanatory Statement has been prepared to provide information which the Directors believe to be material to shareholders in connection with the business to be conducted at the Annual General Meeting of the Company which will be held at Sofitel Brisbane, St Germain Room, 249 Turbot Street, Brisbane, Queensland, 4000 on Thursday 30 November 2017 at 10.00am (Brisbane time) ( Meeting ).

Shareholders should carefully review this Explanatory Statement and the associated Notice of Meeting ( Notice ) to which this Explanatory Statement is attached. The purpose of this Explanatory Statement is to provide information to shareholders in deciding whether or not to pass the Resolutions as set out in the Notice of Meeting.

A proxy form is included at the end of this Explanatory Statement.

If you have difficulty in properly understanding this documentation, you should consult your financial or legal adviser.

Financial statements and reports

As required by the Corporations Act, the TerraCom Limited Annual Report (comprising the Financial Report, Directors’ Report and Auditor’s Report for the Company) for the year ended 30 June 2017 will be laid before the Meeting. There is no requirement for shareholders to vote on the reports.

Copies of the Annual Report can be found on the Company’s website (http://terracomresources.com) or by contacting the Company on +61 7 4983 2038.

Shareholders will be given a reasonable opportunity as a whole at the Meeting to raise questions on the financial statements and reports. Shareholders will also be given a reasonable opportunity as a whole at the Meeting to ask questions of the auditor, Ernst & Young, relevant to the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions by mail (registered office) or email (admin@terracomresources.com) to the Chair or to the Company’s auditor. Written questions to the auditor must be in relation to the content of the auditor’s report and the conduct of the audit. All written questions to the Chair or the auditor must be submitted no later than 5 business days before the Meeting.

The Chair will endeavour to address as many of the more frequently raised relevant questions as possible during the course of the Meeting. However, there may not be sufficient time available at the Meeting to address all of the questions raised. Please note that individual responses will not be sent to shareholders.

1 Resolution 1 – Remuneration Report

There will be a reasonable opportunity for shareholders at the Meeting to comment on and ask questions about the Remuneration Report which is contained in TerraCom’s 2017 Annual Report on pages 14 - 19.

The Corporations Act requires that, at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company, however, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

The Remuneration Report:

• explains the Board’s policy in relation to the nature and level of remuneration paid to Directors and KMP within the Company;

• discusses the link between the Board’s remuneration policy and the Company’s performance;

• provides a detailed summary of performance conditions, why they were chosen and how performance is measured against them; and

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• sets out remuneration details for each Director and for each member of the Company’s senior executive management team.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 1:

• by or on behalf of a member of the Company’s key management personnel ( KMP ) (being the Directors and the other KMP named in the Remuneration Report) named in the Remuneration Report for the year ended 30 June 2017 or their closely related parties, regardless of the capacity in which the vote is cast; or

• as a proxy by person who is a member of the KMP at the date of the Meeting or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote on Resolution 1:

• in accordance with a direction on the proxy form; or

• by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy, even though the resolution is connected with the remuneration of KMP.

‘Closely related party’ is defined in the Corporations Act and includes the KMP’s spouse, dependents and certain other close family members, as well as any companies controlled by a member of the KMP.

The Directors unanimously recommend that shareholders vote in favour of Resolution 1.

The Chair intends to vote all available proxies in favour of Resolution 1.

2 Resolution 2 – Election of James Soorley appointed since last AGM

Biographic information for James Soorley is set out below:

Mr James Soorley

Non-Executive, Independent Director: appointed 8 March 2017

Qualifications	Masters of Organisational Development
	Bachelor of Arts
Experience	Mr Soorley has been a highly successful leader in local government and business,
	which is demonstrated through Jim previously being Lord Mayor of the City of
	Brisbane for 12 years. Jim’s wealth of experience allows him to provide guidance
	and leadership in stakeholder relations and management to the TerraCom team both
	within Australian and overseas.
	Jim is currently the inaugural Chairman of Unitywater and Chairman of CS Energy, a
	Queensland Government owned electricity generator producing a third of
	Queensland’s electricity. Jim is also the inaugural Chairman for the Queensland
	Partnership Group (now PROPEL). He has also served on a number of key
	government committees and boards including the A.C.T Land Development Agency
	and Brisbane International Film Festival.
Interest in Contracts	Nil
Special Responsibilities	Member of the Audit Committee (appointed 23 June 2017)
	Member of the Remuneration Committee (appointed 8 March 2017)
Directorships held in
other listed entities during
the three years prior to
the current year	Nil

The Directors (with James Soorley abstaining) unanimously recommend that shareholders vote in favour of Resolution 2.

The Chair intends to vote all available proxies in favour of Resolution 2.

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3 Resolution 3 – Election of Wallace King AO appointed since last AGM

Biographic information for Wallace King AO is set out below:

Mr Wallace King AO

Non-Executive, Independent Director: appointed 17 May 2017 Non-Executive Chairman, Independent Director: effective 1 September 2017

Qualifications Honorary Doctorate of Science Master of Engineering Science Bachelor of Engineering Experience Mr King has been a highly successful leader in mining and construction industry successfully leading Leightons Holdings Limited to become one of the world’s major contracting, services and project development organisations, and also the world’s largest contract miner, collectively employing around 45,000 people and operating in more than 30 countries. Mr King began his career with Leighton in 1968 working on major construction projects all over Australia and quickly moved into management, becoming a Director of Leighton Holdings Limited in 1975 and being appointed CEO of Leighton Holdings in February 1987, until his retirement on 31 December 2010. Mr King is Deputy Chairman of the UNSW Foundation Limited, is a Director of Kimberley Foundation Australia Limited; and was up until recently one of the longest serving Directors of Coca-Cola Amatil Limited. He is a former Board Member of the Business Council of Australia and a former Council Member of the University of New South Wales and was President of the Australian Constructors Association from its inception in 1994 to December 2010. Mr King is an Honorary Fellow of the Institution of Engineers Australia; a Foundation Fellow of the Australian Institute of Company Directors, and a Fellow of the Australian Institute of Management, the Australian Institute of Building and the Australian Academy of Technological Sciences and Engineering.

Mr King was the 2001 winner of the ICAA/Zurich Business Leader of the Year Award and was the winner of the 2008 ICAA/Perpetual Business Leader of the Year. He was also awarded the 2001 Peter Nicol Russell Memorial Medal – The Institution of Engineers Australia’s highest award, and was presented Life Membership by the Tourism and Transport Forum for his contribution to the development of Australian transport infrastructure. He was awarded Property Person of the Year 2008 by the Urban Taskforce.

Interest in Contracts Nil Special Responsibilities Member of Remuneration Committee (appointed 23 June 2017) Directorships held in Director, Ausdrill Limited (retired October 2014) other listed entities during Chairman, Asia Resources Minerals plc (retired July 2015) the three years prior to Chairman, Sundance Resources Limited (retired December 2016) the current year Director, Coca Cola Amatil Limited (retired May 2017)

The Directors (with Wallace King abstaining) unanimously recommend that shareholders vote in favour of Resolution 3.

The Chair intends to vote all available proxies in favour of Resolution 3.

4 Resolution 4 – Re-Election of Philip Forrest

Biographic information for Philip Forrest is set out below:

Mr Philip Forrest

Non-Executive, Independent Director: appointed 9 April 2015

Qualifications Fellow of the Australian Institute of Company Directors Certified Public Accountant Bachelor of Commerce (University of Queensland) Experience For over 33 years, Philip Forrest has lived in South East Asia and contributed to the

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Australia/Asia commercial relationship. He is reinforcing that contribution through directorships, involvement in not for profit organisations, and the provision of consultation and advice. Since arriving in Singapore in 1992, he has headed three international banks (Westpac, NatWest and ANZ), with wide-ranging regional responsibilities. His most recent banking position was Asia Head for ANZ Bank, with responsibility for all of the Bank’s activities in eleven countries from Japan to Indonesia.

Philip’s current non-executive directorships include: EA Consulting, Voyager Estate (Singapore), Readymix Holdings International, Gemstar Technology Asia, Clocktower Wealth Fund SPC, and EVOLVE Agribusiness Pte Ltd.

He is currently a Director of The Australian Chamber of Commerce Singapore, and a Member of the Governing Council of the Singapore Institute of Directors.

Philip is a Fellow of the Australian Institute of Company Directors, a Fellow of CPA Australia, and a Fellow of the Australian Institute for Business and Economics. He is a Member of the Thai Institute of Directors and of the Singapore Mining Club. He received an award in 2014 for forty years of membership of CPA Australia.

Interest in Contracts Nil Special Responsibilities Member of the Audit Committee Member of the Remuneration Committee

Directorships held in other listed entities during the three years prior to the current year Nil

The Directors (with Philip Forrest abstaining) unanimously recommend that shareholders vote in favour of Resolution 4.

The Chair intends to vote all available proxies in favour of Resolution 4.

5 Resolution 5 – Re-Election of Cameron McRae

Biographic information for Cameron McRae is set out below:

Mr Cameron McRae

Executive Chairman: resigned 1 September 2017 Non-Executive Director: appointed 1 September 2017

Qualifications Masters of Business Administration Bachelor of Financial Administration Experience Mr McRae has served a 28 year career at Rio Tinto, holding executive level positions in 5 countries. Cameron was CEO-President of Oyu Tolgoi (OT) coppergold business in Mongolia, CEO of Richards Bay Minerals in South Africa, Managing Director of Murowa Diamonds in Zimbabwe and Project Director for the Hail Creek Coal Mine Expansion Project in Central Queensland. In 1995 he was also a key member of the M&A team that brought RTZ plc and CRA Limited together to form the dual listed Rio Tinto. Cameron’s career highlight to date was leading the establishment of the OT business – Mongolia’s world class mega project in the Gobi Desert. OT commenced construction in 2010 and the US$6 billion project was commissioned ahead of schedule and moved to full production before Cameron left in October 2013. Special Responsibilities Nil

The Directors (with Cameron McRae abstaining) unanimously recommend that shareholders vote in favour of Resolution 5.

The Chair intends to vote all available proxies in favour of Resolution 5.

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6 Resolution 6 – Approval for increase to maximum annual aggregate remuneration for non-executive directors

For the purposes of clause 15.4 of the Constitution, ASX Listing Rule 10.17 and any other purpose, approval is being sought at the Annual General Meeting to increase the maximum aggregate amount which can be paid as remuneration to the Company’s non-executive directors by $100,000 from $600,000 to $700,000.

Increasing the maximum amount of non-executive directors’ remuneration which can be paid will enhance the Board’s ability to attract, by offering appropriate remuneration, and accommodate additional directors over time with expertise in coal exploration and production, and/or investment banking. It is not intended that the new maximum aggregate will be used immediately.

The maximum aggregate amount approved by shareholders applies only in relation to the fees payable to non-executive directors. It does not include salaries paid to executive directors in their capacity as executives of the Company (Executive Directors do not receive remuneration in the form of directors’ fees in addition to their salaries). Nor will it include any shares issued to Wallace King AO pursuant to Resolution 7.

There has been no securities issued to a non-executive director under listing rule 10.11 or 10.14 with the approval of the holders of the entity’s ordinary securities at any time within the preceding 3 years.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by Directors of the Company and an Associate of such Directors. However, the Company will not disregard a vote if it is cast by:

• a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors unanimously recommend that shareholders vote in favour of Resolution 6.

The Chair intends to vote all available proxies in favour of Resolution 6.

7 Resolution 7 – Approval of share issue to Wallace King AO under NonExecutive Chairman Appointment Agreement

Wallace King AO was appointed a Non-Executive, Independent Director on 17 May 2017; and subsequently appointed Non-Executive Chairman, Independent Director on 1 September 2017.

Under the terms of the Non-Executive Chairman Appointment Agreement, Wallace King AO, is remunerated with $150,000 of fully paid ordinary shares on an annual basis, pro-rata, in advance subject to a condition precedent that shareholders’ approval be obtained before the shares are issued.

The Company is seeking approval for the issuance of fully paid ordinary shares to the value of $200,000 being for the period 1 September 2017 to 31 December 2018 (First Engagement Period).

The parties have agreed on a share issue price per fully paid ordinary share of $0.02575 on a preconsolidation basis. Accordingly, 7,766,989 fully paid ordinary shares are to be issued for the First Engagement Period, subject to shareholders approval. This share issue price has been based on the 30 day trading VWAP for the period 4 September 2017 to 13 October 2017.

If approved, the shares will be issued within 1 month after the date of the Annual General Meeting, and in any event, before the proposed share consolidation referred to Resolution 10 becomes effective.

If the proposed share consolidation becomes effective, these shares would then be consolidated on the same basis as all other shares.

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As from their date of issue, the shares will rank equally with all other fully paid ordinary shares then on issue. No funds will be raised from the issue of the shares.

For the avoidance of doubt, it is noted that the shares proposed to be issued to Mr King will be additional to the directors' fees payable to him under clause 15.4 of the Company's Constitution.

Voting Exclusion Statement

The Company will disregard any votes cast on the Resolution by Wallace King AO and any associates of Wallace King AO. However, the Company will not disregard a vote if it is cast by:

• a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors (with Wallace King AO abstaining) unanimously recommend that shareholders vote in favour of Resolution 7.

The Chair intends to vote all available proxies in favour of Resolution 7.

8 Resolution 8 – Ratification of prior issue of shares to institutional and sophisticated investors

On 14 December 2016 the Company issued 133,333,333 fully paid ordinary shares to new and existing institutional and sophisticated investors. Foster Stockbroking Pty Ltd (Foster) acted as Lead Manager to the Placement and focused on introducing new institutional investors to TerraCom's share register who recognise TerraCom’s potential as a major coal producer listed on the ASX.

The Company utilised its placement capacity under ASX Listing Rule 7.1 for this issuance of shares.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 133,333,333 fully paid ordinary shares.

ASX Listing Rule 7.1 provides that a company must not, without shareholder approval and 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 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 made with shareholder approval for the purpose of ASX Listing Rule 7.1. The Company confirms that the issue of the shares did not breach ASX Listing Rule 7.1.

By ratifying this previous 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.

In accordance with ASX Listing Rule 7.5 the following information is provided in relation to the ratification of Resolution 8:

• i. 133,333,333 shares were issued;

• ii. Issue price was $0.03 per share;

• iii. Shares issued were all fully paid ordinary shares on the same terms and conditions as the Company’s existing shares and rank equally with them from their date of issue;

• iv. Shares were issued to new and existing institutional and sophisticated investors. These investors were selected by the Company in consultation with Foster with a view to introducing new institutional investors to the Company’s share register who

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recognise the Company’s potential as a major coal producer listed on the ASX; and

• v. $4,000,000 cash was raised with respect to this share placement. The cash raised was used / will be used as part of the Company’s multi-faceted funding strategy which will deliver the expansion of its Mongolian coking coal mine, and acquisition and commissioning of the Queensland thermal coal mine.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by Foster’s, the institutional and sophisticated investors who participated in this issue, and any of their associates. However, the Company will not disregard a vote if it is cast by:

• a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors unanimously recommend that shareholders vote in favour of Resolution 8.

The Chair intends to vote all available proxies in favour of Resolution 8.

9 Resolution 9 – Ratification of prior issue of shares to Noble Resources International Pte Limited

On 30 June 2017 the Company completed a debt to equity swap with Noble Resources International Pte Limited (Noble). Under the Agreement, the Company and Noble agreed to convert US$7,159,470 of Noble’s Fuel Exclusivity Facility with the Company into 298,311,234 fully paid ordinary shares of the Company.

The Company utilised its placement capacity under Listing Rule 7.1 and Listing Rule 7.1A and issued 40,151,212 and 258,160,022 fully paid ordinary shares respectively.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 298,311,234 fully paid ordinary shares to Noble.

ASX Listing Rule 7.1 provides that a company must not, without shareholder approval and 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 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 made with shareholder approval for the purpose of ASX Listing Rule 7.1. The Company confirms the issue of the shares to Noble did not breach ASX Listing Rule 7.1.

By ratifying this previous 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.

In accordance with ASX Listing Rule 7.5 the following information is provided in relation to the ratification of Resolution 9:

• i. 298,311,234 shares were issued;

• ii. Issue price was $0.032 per share;

• iii. AUD:USD exchange rate of 0.757;

• iv. Shares issued were all fully paid ordinary shares on the same terms and conditions as the Company’s existing shares;

• v. Shares were issued to Noble; and

• vi. No funds were raised from the issue as the shares were issued through conversion of the majority of the Fuel Exclusivity Agreement.

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Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by Noble and any of its associates. However, the Company will not disregard a vote if it is cast by:

• a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors unanimously recommend that shareholders vote in favour of Resolution 9.

The Chair intends to vote all available proxies in favour of Resolution 9.

10 Resolution 10 – Consolidation of fully paid ordinary shares

Summary

The Company proposes to consolidate its share capital of fully paid ordinary shares through the conversion of every ten (10) fully paid ordinary shares (Shares) in the Company into one (1) fully paid ordinary share (Share) in the Company.

Overview of Regulatory Approval Requirements

Under section 254H of the Corporations Act, a company may consolidate its shares if the consolidation is approved by an ordinary resolution of shareholders at a general meeting.

Reasons for the Consolidation

The Company currently has 3,013,244,790 fully paid ordinary shares on issue.

For a company of this size, this is a large number of securities to have on issue and it subjects the Company to a number of disadvantages, including:

• I. that the Company has a far greater number of Shares on issue than comparable companies, meaning that the market price of each share in the Company is low;

• II. negative perceptions associated with a low share price; and

• III. administrative inconvenience.

The Directors believe that the Consolidation of the Shares would assist in eliminating or mitigating these disadvantages and would establish a share price more appropriate for a listed entity of its size.

The Consolidation will not result in any material change to the substantive rights and obligations of Shareholders. The Company’s balance sheet and tax position will also remain unaltered as a result of the Consolidation.

Effect of the Consolidation

If approved the Consolidation will take effect from Tuesday 12 December 2017 (or such later date as the Company notifies to ASX before that date).

The Consolidation will result in the issued capital of the Company being consolidated on the basis of one Share for every ten Shares on issue. As the Consolidation applies equally to all the Company's Shareholders, individual shareholdings will be reduced in the same ratio as the total number of the Company's shares subject to any issue of additional shares to a holder to avoid fractional entitlements. Any fractional entitlements as a result of holdings not being evenly divisible by ten will be rounded up to the nearest whole number through an issue of additional shares to relevant shareholders immediately before the Consolidation takes effect. For example, if you currently hold 10,008 Shares, following the Consolidation you will hold 1,001 Shares.

Having regard to the terms and conditions of the options and warrants currently on issue

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over unissued shares of the Company and the ASX Listing Rules, all options and warrants on issue at the date of the share consolidation will either be consolidated on the same basis as the Company’s ordinary shares or the terms adjusted, so that the number of ordinary shares to be provided if the options or warrants are exercised will reflect the impact of share consolidation, with the necessary adjustments to be made to any applicable exercise price.

The pro-forma capital structure of the Company on completion of the Consolidation (based on the number of Shares on issue at the date of this Explanatory Statement) is as follows:

==> picture [401 x 79] intentionally omitted <==

----- Start of picture text -----

Cameron
McRae
Unissued
Shares Options Warrants Shares
Pre-Consolidation 3,013,244,790 30,000,000 126,308,306 73,318,740
Post-Consolidation 301,324,479 3,000,000 12,630,831 7,331,874
----- End of picture text -----**

• approximately

** the exercise price of options will also be adjusted in inverse proportion to the consolidation ratio in accordance with ASX Listing Rule 7.22.1

*** the exercise price of warrants will also be adjusted in inverse proportion to the consolidation ratio in accordance with ASX Listing Rule 7.22.1 **** At the Company’s AGM held on 30 November 2016 shareholders approved a $600,000 sign-on bonus (fully paid ordinary shares for nil consideration) to Cameron McRae, through the Executive Chairman Consultancy Agreement with Tarva Investment and Advisory LLC (Tarva) a company which he controls, with a conditions precedent that shareholder approval be obtained before granting the bonus. At the time of agreeing this bonus, the average VWAP of TerraCom’s shares were $0.008183 which entitled Mr McRae to 73,813,740 fully paid ordinary shares for nil consideration. For accounting standard purposes a share based payment expense of $2,712,793 was recognised in the profit and loss statement for the year ended 30 June 2017 as the grant date for the shares was not until 30 November 2016 (the date shareholder approval was obtained) and the fair value of the shares was determined using the market value of the shares as at 30 November 2016, which was $0.037 per fully paid ordinary share. As at the date of this Notice these shares have not yet been issued to Tarva.

Shareholders should note that the Consolidation, if approved, will have an effect on the Company’s share price. The price per share can be expected to increase as a consequence of the reduced number of shares that will be on issue immediately after the Consolidation, but the aggregate value of each shareholder's holding (and the Company's market capitalisation) should not materially change merely because of the share consolidation.

Holding Statements

After the Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders. It is the responsibility of each Shareholder to check the number of Shares held prior to Consolidation and post-Consolidation.

Taxation Implications

Shareholders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company nor the Directors (or the Company’s advisers) accept any responsibility for the individual taxation implications arising from the Consolidation.

The Consolidation will be undertaken in accordance with section 254H of the Corporations Act. Subject only to rounding, there will be no material change (i.e., other than minor changes resulting from shares issues necessary to ensure all holdings are a multiple of 10) to the proportionate interests held by each Shareholder as a result of the Consolidation.

A capital gains tax (CGT) event is expected to not occur merely as a result of the Consolidation and therefore there should be no taxation implications arising for Shareholders.

Timetable for Consolidation

If approved by Shareholders the following timetable will apply to the Consolidation:

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----- Start of picture text -----

Detail Date
The Company dispatches the Notice of Annual General Meeting 31 October 2017
including proposed resolution for the Consolidation.
Meeting held and approval of Consolidation notified to ASX. 30 November 2017
Last trading day in pre-Consolidation securities. 1 December 2017
Trading in Consolidated Shares will commence on a deferred 4 December 2017
settlement basis.
Last day for the Company to register transfers on a pre-Consolidated 5 December 2017
basis.
First day for the Company to register securities on a Consolidated basis, 6 December 2017
and to issue holding statements for Shares on a Consolidated basis.
Last day for securities to be entered into the holders’ security holdings, 12 December 2017
and for the Company to send new holding statements on a
Consolidated basis.
Deferred settlement trading ends.
Normal T+2 trading in Consolidated Shares start on ASX. 13 December 2017
Settlement of trades conducted on a deferred settlement basis and first 15 December 2017
settlement of trades conducted on the normal T+2 basis.
----- End of picture text -----

The above dates are indicative only and, subject to the Listing Rules, are subject to change without notice.

No Interdependency with Other Resolutions

For the avoidance of doubt, if Resolution 10 (Consolidation of fully paid ordinary shares) is passed by Shareholders, the Consolidation will be undertaken regardless of whether any other Resolutions are passed by Shareholders.

Other Information

Where the consolidation of a shareholder’s holding would result in an entitlement to a fraction of a share, additional shares will generally be issued to the holder to ensure that this does not occur, as mentioned above. However, if the Directors believe that a shareholder has been a party to the division of a shareholding in an attempt to obtain an advantage from this treatment of fractions, the Directors may take appropriate action, having regard as appropriate to the terms of the Company’s Constitution and the ASX Listing Rules. In particular, the Directors reserve the right to disregard such a division of a shareholding and treat the shareholdings resulting from the division as one shareholding.

Voting Exclusion Statement

There is no Voting Exclusion Statement for this Resolution 10.

The Directors unanimously recommend that shareholders vote in favour of Resolution 10.

The Chair intends to vote all available proxies in favour of Resolution 10.

11 Resolution 11 – Approval of 10% Additional Placement Capacity

Listing Rule 7.1A enables an eligible entity, subject to it receiving the requisite shareholder approval, to issue, or enter into an agreement to issue, equity securities representing up to 10% of its issued capital over a period of up to 12 months after its Annual General Meeting (calculated in accordance with the formula prescribed in Listing Rule 7.1A.2) ( 10% Additional Placement Capacity ). The 10% Additional Placement Capacity is in addition to an eligible entity’s ability to issue, or enter into an agreement to issue, securities representing up to 15% of its issued capital over a 12 month period (calculated in accordance with the formula prescribed in Listing Rule 7.1) without shareholder approval pursuant to Listing Rule 7.1.

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An eligible entity for the purposes of Listing Rule 7.1A is an entity that:

• has a market capitalization (excluding restricted securities and securities quoted on a deferred settlement basis) of A$300 million or less; and

• is not included in the S&P/ASX 300 Index.

As at the date of this Notice (and as at the date of the Meeting unless advised otherwise), the Company is an eligible entity for the purposes of Listing Rule 7.1A.

The Company is seeking shareholder approval by way of a special resolution to have the ability to issue, or enter into an agreement to issue, securities under the 10% Additional Placement Capacity during the 12 month period after the Meeting.

Resolution 11 is a special resolution. Accordingly at least 75% of votes cast by shareholders present (in person or by proxy, attorney or representative) and eligible to vote at the Meeting must be in favour of Resolution 11 for it to pass.

Listing Rule 7.1A

• (a) Securities which can be issued under the 10% Additional Placement Capacity

Any securities issued under the 10% Additional Placement Capacity must be in the same class as an existing quoted class of equity securities of the Company.

The Company only has one class of securities quoted on the ASX as at the date of this Notice, being ordinary shares (ASX Code: TER).

• (b) Formula for calculating the 10% Additional Placement Capacity

The exact number of securities which can be issued under the 10% Additional Placement Capacity will be determined in accordance with the following formula prescribed in Listing Rule 7.1A.2:

(A x D) - E

where:

A is the number of fully paid ordinary shares on issue 12 months before the issue date or date of agreement to issue:

• (1) plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

• (2) plus the number of partly paid ordinary shares that became fully paid in the 12 months;

• (3) plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rules 7.1 and 7.4;

• (4) less the number of fully paid ordinary shares cancelled in the 12 months.

• D is 10%.

• E is the number of securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the issue date or date of agreement to issue that are not issued with the approval of holders of ordinary shares under Listing Rules 7.1 or 7.4.

The actual number of securities that the Company will have capacity to issue under the 10% Additional Placement Capacity will be calculated at the date of the issue of the securities (or agreement to issue them) in accordance with the formula in Listing Rule 7.1A.2. Appropriate adjustments will be made if Resolution 10 is passed and the Company's shares are consolidated in accordance with the Resolution.

Specific information required by Listing Rule 7.3A

Listing Rule 7.3A sets out the information required to be disclosed to shareholders when seeking approval for the 10% Additional Placement Capacity. The information set out below is intended to satisfy this requirement.

• (a) Minimum Issue Price

The minimum price at which the securities may be issued under the 10% Additional Placement

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Capacity is 75% of the volume weighted average market price of securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (1) the date on which the price at which the securities are to be issued is agreed; or

• (2) if the securities are not issued within 5 trading days of the date in paragraph (1) above, the date on which the securities are issued.

The Company will disclose the issue price to ASX on the date of issue or date of agreement to issue the securities under the 10% Additional Placement Capacity.

(b) Risk of economic and voting dilution

Any issue of securities under the 10% Additional Placement Capacity carries a risk of economic and voting dilution to existing shareholders who do not receive any securities under the issue.

There is a specific risk that:

• the market price for the Company’s securities may be significantly lower on the date of issue of, or date of agreement to issue, the securities under the 10% Additional Placement Capacity than on the date of the approval at this Meeting; and

• the securities may be issued under the 10% Additional Placement Capacity at a price that is at a discount to the market price for the Company’s securities on the issue date

each of which may have an effect on the amount of funds raised by the issue under the 10% Additional Placement Capacity.

The table below shows the potential economic and voting dilution effect on shareholders in circumstances where the issued share capital of the Company has doubled and the market price of shares has halved. The table also shows additional scenarios in which the issued share capital of the Company has increased (by both 50% and 100%) and the market price of Shares has (1) decreased by 50% and (2) increased by 100%.

Variable “A” in Listing Rule 7.1A.2		Issue Price: $0.0270 (current share price on 12 October 2017)	Issue Price: $0.0135 (50% decrease in current share price)	Issue Price: $0.0540 (100% increase in current share price)
3,013,244,790 (Current)	Shares issued 10% voting dilution. Funds raised.	301,324,479 $8,135,761	301,324,479 $4,067,880	301,324,479 $16,271,522
4,519,867,185 (50% increase in shares on issue)	Shares issued 10% voting dilution. Funds raised.	451,986,718 $12,203,641	451,986,718 $6,101,821	451,986,718 $24,407,283
6,026,489,580 (100% increase in shares on issue)	Shares issued 10% voting dilution. Funds raised.	602,648,958 $16,271,522	602,648,958 $8,135,761	602,648,958 $32,543,044

• The number of ordinary shares on issue (variable A) could increase as a result of the issue of ordinary shares which does not require shareholder approval or that are issued with shareholder approval under Listing Rule 7.1.

Assumptions:

The table above has been prepared on the following assumptions:

• the issue price is the closing price of the Company’s shares on 12 October 2017;

• the number of shares on issue is at 12 October 2017. This could increase as a result of the issue of ordinary shares which does not require shareholder approval or that are issued with shareholder approval under Listing Rule 7.1; and

• the maximum number of shares is issued by the Company as permitted under Resolution 11.

Note that the table shows only the effect of issues of ordinary shares under Listing Rule

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7.1A and does not show the effect of issues of shares under the 15% placement capacity under ASX Listing Rule 7.1. The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 10% Additional Placement Capacity.

(c)

Date of issue

The Company may only issue securities under the 10% Additional Placement Capacity in the period commencing on the date of this Meeting and ending on the earlier of:

• 12 months after the date of this Meeting; and

• the date of approval by shareholders of a transaction under Listing Rule 11.1.2 (significant change to the nature or scale of the Company’s activities) or Listing Rule 11.2 (disposal of the Company’s main undertaking).

(d) Purpose of issue

The Company may issue securities under the 10% Additional Placement Capacity for the following purposes:

• as cash consideration in which case the Company intends to use funds raised for the acquisition of new assets and investments (including expenses associated with such an acquisition), continued expenditure on the Company’s current assets and general working capital; or

• as non-cash consideration for the acquisition of new assets and investments (in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3), including expenses associated with such an acquisition, continued expenditure on the Company’s current assets and general working capital.

(e) Allocation policy

The Company’s allocation policy for issues under the 10% Additional Placement Capacity is dependent on the prevailing market conditions at the time of any proposed issue. The identity of the allottees of securities will be determined on a case-by-case basis having regard to a number of factors, including (but not limited to) the following:

• the purpose of the issue;

• the methods of raising funds that are available to the Company, including (but not limited to) rights issues or other issues in which existing shareholders can participate and other forms of equity and debt financing;

• the effect of the issue of the securities on the control of the Company;

• the circumstances of the Company, including but not limited to, the financial situation and solvency of the Company; and

• advice from corporate, financial and broking advisers (if applicable).

The allottees of securities under the 10% Additional Placement Capacity have not been determined as at the date of this Notice but may include existing substantial shareholders or new shareholders (or both), none of whom will be related parties or associates of a related party of the Company.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any securities under the 10% Additional Placement Capacity.

(f) Previous approval under ASX Listing Rule 7.1A

The Company has previously obtained shareholder approval under Listing Rule 7.1A.

In the 12 months preceding the date of the Meeting, the Company issued a total of 431,644,567 equity securities (431,644,567 fully paid ordinary shares) which represent 16.7% of the total number of equity securities on issue at 30 November 2016. Details of all issues of equity securities in the 12 months preceding the date of the Meeting are set out below:

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Date of issue	Number of equity securities issued	Class of equity securities issued and summary of terms	Name of recipients or basis on which recipients determined	Issue price and discount to closing market price on the date of issue	If issued for cash– the total consideration, amount of cash that has been spent, what it was spent on and the intended use of any remaining cash If issued for non- cash consideration - a description of the consideration and the current value of the consideration.
14/12/2016	133,333,333	Ordinary (see Note 1)	Foster Stockbroking Pty Limited acted as Lead Manager. New and existing Institutional and Sophisticated Investors who recognise the Company’s potential as a major coal producer listed on the ASX.	$0.030	Issued for cash consideration to the amount of $4,000,000. As at the date of this Notice all cash has been spent on delivering the acquisition of the Blair Athol Thermal Coal Mine, re- commencement of mining production activities at the Company’s BNU Mongolia Coking Coal Mine, and other general working capital requirements.
30/06/2017	298,311,234	Ordinary (see Note 1)	Noble Resources International Pte Limited (Noble)	$0.032	Issued for non-cash consideration as it was a debt to equity swap. Noble’s Fuel Exclusivity Facility financing facility was swapped to the amount US$7,159,470 (which converted to $9,545,959) for 298,311,234 fully paid ordinary shares with an issue price of $0.032.

Note 1: Fully paid ordinary shares on the same terms and conditions as the Company’s existing ordinary shares.

(g) Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

• a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• an associate of that person (or those persons).

However, the Company will not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Directors unanimously recommend that shareholders vote in favour of Resolution 11.

The Chair intends to vote all available proxies in favour of Resolution 11.

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==> picture [63 x 72] intentionally omitted <==

TerraCom Limited ABN 35 143 533 537

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au BY MAIL  TerraCom Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:00am on Tuesday, 28 November 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

 www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the reverse of this Proxy Form). HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. If you wish to appoint the Chairman of the Meeting as your proxy, mark the SIGNING INSTRUCTIONS box in Step 1. If you wish to appoint someone other than the Chairman of the You must sign this form as follows in the spaces provided: Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company. Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder DEFAULT TO CHAIRMAN OF THE MEETING may sign. Any directed proxies that are not voted on a poll at the Meeting will default to Power of Attorney: to sign under Power of Attorney, you must lodge the the Chairman of the Meeting, who is required to vote those proxies as directed. Power of Attorney with the registry. If you have not previously lodged this Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Resolution is connected directly or indirectly with the remuneration of KMP. Companies: where the company has a Sole Director who is also the Sole VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Company Secretary, this form must be signed by that person. If the company You may direct your proxy how to vote by placing a mark in one of the boxes

YOUR NAME AND ADDRESS

YOUR NAME AND ADDRESS To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded; and

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the SIGNING INSTRUCTIONS box in Step 1. If you wish to appoint someone other than the Chairman of the You must sign this form as follows in the spaces provided: Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company. Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in 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.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

PROXY FORM

I/We being a member(s) of TerraCom Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am on Thursday, 30 November 2017 at Sofitel Brisbane Central 249 Turbot Street, Brisbane, Queensland, 4000 Australia (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions * * For Against Abstain For Against Abstain 9 Ratification of prior issue of shares to 1 Adoption of remuneration report Noble Resources International Pte Limited 2 Election of James Soorley appointed 10 Consolidation of fully paid ordinary shares since last AGM 11 Approval of 10% Additional Placement 3 Election of Wallace King appointed since Capacity last AGM 4 Re-Election of Philip Forrest 5 Re-Election of Cameron McRae 6 Approval of increase to maximum annual aggregate remuneration for NonExecutive Directors 7 Approval of share issue to Wallace King AO under Non-Executive Chairman Appointment Agreement 8 Ratification of prior issue of shares to institutional and sophisticated investors

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and yourvotes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

TER PRX1701D