TERRACOM LIMITED — Proxy Solicitation & Information Statement 2021

Dec 30, 2021

TerraCom Limited Blair Athol Mine Access Road Clermont, Queensland, 4721 +61 7 4983 2038 ABN 35 143 533 537

31 December 2021

ANNUAL GENERAL MEETING – NOTICE OF MEETING & PROXY FORM

Enclosed is the Letter to Shareholders, Notice of Meeting and Proxy Form for the 2021 Annual General Meeting of TerraCom Limited ( TerraCom or Company ).

The Annual General Meeting of the Company will be held at 3:00pm (AEDT) on Monday 31 January 2022 at:

The Fullerton Hotel Sydney Barnet Room No. 1 Martin Place Sydney NSW 2000

This announcement has been approved by the Board for release.

For further enquiries please contact:

Megan Etcell Company Secretary P +61 7 4983 2038 E info@terracomresources.com

About TerraCom Limited

TerraCom Limited (ASX: TER) is an emerging company originating as a resource explorer with a large portfolio of operating assets in Australia and South Africa. We are currently enacting a growth strategy towards delivering a Mid-Tier diversified operating and trading business and have global focus on the development of a high yielding diversified asset portfolio for its investors. To learn more about TerraCom visit terracomresources.com.

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TerraCom Limited PO Box 131 Clermont QLD 4721 info@terracomresources.com +61 7 4983 2038

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of TerraCom Limited (Company) will be held at The Fullerton Hotel Sydney, Barnet Room, No. 1 Martin Place, Sydney NSW 2000 at 3:00pm (Sydney time) on Monday, 31 January 2022.

Dear Shareholder

The full Notice of Meeting which sets out the Agenda (including details of all resolutions being put to the meeting), important Voting Information and an Explanatory Statement can be found at Investor Relations: Announcements (listedcompany.com).

The Company’s Annual Report is also available at Investor Relations: Annual Reports (listedcompany.com).

The meeting will be held at the above address, however, due to the impact of COVID-19 and current Government restrictions, the Company is required to ensure compliance with the requirements for social distancing and will seek to comply with any applicable requirements and limitations that are in force at the time of the meeting in respect of any persons who seek to attend the meeting.

Shareholders who choose to lodge a proxy should follow instructions on their personalised proxy form ( enclosed ), which can be submitted to the Company’s share registry, Link Market Services by clicking on the following link – https://investorcentre.linkmarketservices.com.au/Login/Login or by post.

Your continued support is greatly appreciated.

Yours faithfully

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Megan Etcell Company Secretary

TerraCom Limited ACN 143 533 537

Notice of Annual General Meeting and Explanatory Statement

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TIME: 3:00pm (AEDT) DATE: Monday, 31 January 2022 LOCATION: The Fullerton Hotel Sydney Barnet Room No. 1 Martin Place SYDNEY NSW 2000

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.

If you have any questions about the Resolutions or other information contained in this Notice of Meeting or in the Explanatory Statement, please contact the Company Secretary on +61 7 4983 2038, Monday to Friday between the hours of 9:00am and 5:00pm.

VOTING ENTITLEMENTS

Time and place of meeting

Notice is given that the 2021 Annual General Meeting of Shareholders of TerraCom Limited ( Company ) will be held at 3:00pm (AEDT) on Monday, 31 January 2022 at The Fullerton Hotel Sydney, Barnet Room, No. 1 Martin Place, Sydney NSW 2000.

This Notice of Meeting incorporates, and should be read together with, the Explanatory Statement and accompanying Proxy Form.

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, a Shareholder’s voting entitlement will be taken to be the entitlement of the persons shown in the register of Shareholders as at 3:00pm (Sydney time) on Saturday, 29 January 2022. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting at the meeting

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

Ordinary resolutions require the support of more than 50% of those Shareholders voting in person, by proxy, by representative or by attorney. Special resolutions require the support of at least 75% of those Shareholders voting in person, by proxy, by representative or by attorney.

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

Voting by proxy

Please note that:

• (a) every Shareholder entitled to attend the Meeting and vote has a right to appoint a proxy. A Shareholder entitled to attend and cast two or more votes at the 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 Shareholder has the same rights as the Shareholder 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 shareholder 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 Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the Shareholder’s votes;

• (f) a Shareholder may specify the manner in which a proxy is to vote in respect of a particular Resolution. In this instance, the proxy may only vote on a Resolution as directed by the Shareholder. If the Shareholder has directed the proxy how to vote on a particular Resolution and either the proxy fails to attend the meeting, or chooses not to vote on a poll for a Resolution, then the Chair of the meeting will be deemed to be the Shareholder's proxy and will vote the Shares as directed by the Shareholder;

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

• (h) if a shareholder 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 Shareholder will be expressly authorising the Chair to exercise the proxy 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 by the Shareholder or the Shareholder’s attorney. Proxies given by corporations must be signed either under section 127 of the Corporations Act 2001 (Cth) ( Corporations Act ) or in accordance with the Constitution of the corporation. In the case of joint holdings, at least one of the joint holders must sign the proxy form;

• (j) if a proxy form is signed by a person who is not the registered Shareholder, then the relevant authority (e.g. in the case of proxy forms signed by an attorney, the power of attorney or a certified copy of the power of attorney) must either have been provided previously to the Company or be enclosed with the proxy form;

• (k) if a body corporate is appointed as a proxy, please write the full name of that body corporate (e.g. Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:

• a) appoints an individual as its corporate representative to exercise its powers at Meetings, in accordance with Section 250D of the Corporations Act; and

• b) provides satisfactory evidence to the Company or share registry of its corporate representative’s appointment before the Meeting.

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If no such evidence is received before the Meeting, then the body corporate (through its representatives) will not be permitted to act as a proxy; and

• (l) to be effective, proxy forms must be received no later than 3:00pm (AEDT) on Saturday, 29 January 2022 by the Company at the Company's registered address or at any of the following:

in person: TerraCom Limited c/- Link Market Services Limited Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150 online: www.linkmarketservices.com.au by mail: TerraCom Limited c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 by facsimile: +61 2 9287 0309

2 Re-election of Director

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

“That Mr. Matthew Hunter, a director who retires by rotation in accordance with rule 15.3 of the Company's Constitution and, being eligible, be reelected as a Director of the Company.”

Note: The Chair of the Meeting intends to vote all available proxies in favour of the above Resolution.

3 Election of Director

To consider, and if thought fit, pass each of the following Resolution as an ordinary resolution:

“That Mr. Daniel McCarthy, having been appointed as a Director since the last Annual General Meeting in accordance with Rule 15.1(c) of the Company's Constitution and, being eligible, be elected as a Director of the Company.”

Note: The Chair of the Meeting intends to vote all available proxies in favour of the above Resolution.

BUSINESS OF THE MEETING – AGENDA

4 Ratification of the issue of securities

Financial statements and reports

To receive and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, 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.

Resolutions

1 Adoption of remuneration report

To consider, and if thought fit, 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 2021 be adopted.” The Remuneration Report is set out on pages 52 to 61 of the TerraCom Limited 2021 Annual Report.

Notes:

• Under the Corporations Act, 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.

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

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the issue of 5,000,000 unquoted options to Evolution Capital under a lead broker agreement and as described in the Explanatory Statement for this Meeting.”

Notes:

• The Chair of the Meeting intends to vote all available proxies in favour of the above Resolution.

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

5 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 ASX Listing Rule 7.1A and for all other purposes, approval be given for the Company to issue or agree to issue equity securities (as defined in the ASX Listing Rules) equivalent to an additional 10% of the issued capital of the Company calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement for this Meeting.”

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

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Notes:

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

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

6 Election of Non-Board endorsed candidates

The following resolutions have been requisitioned by shareholders and not by the Board.

To consider and, if thought fit, to pass the following shareholder Resolutions as ordinary resolutions:

• 6(a) “That Mr Graeme Campbell, being eligible, is elected as a Director of the Company in accordance with Rule 15.1(b) of the Company’s Constitution".

• 6(b) “That Mr Mark Lochtenberg, being eligible, is elected as a Director of the Company in accordance with Rule 15.1(b) of the Company’s Constitution.”

Notes:

• The Board has not requisitioned Resolutions 6(a) and 6(b) so therefore does not have a position with respect to voting. Information regarding the standard process for Board appointments is set out in the Explanatory Statement.

• The Chairman of the meeting intends to vote undirected proxies to ABSTAIN from Resolutions 6(a) and 6(b).

By Order of the Board

Dated: 23 December 2021

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Megan Etcell Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement contains an explanation of, and information about, the Resolutions to be considered at the Annual General meeting. Shareholders should read this Explanatory Statement in full. The Explanatory Statement forms part of the accompanying Notice of Meeting and should be read with the Notice of Meeting.

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 2021 will be laid before the Meeting. There is no requirement for Shareholders to vote on these reports.

A copy of the Annual Report is available on the Company’s website at www.terracomresources.com.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, and make comments on, the financial statements and reports.

Shareholders will also be given an opportunity at the Meeting to ask the Company’s auditor, Ernst & Young, questions relevant to audit matters, including the Independent Auditor’s Report.

In addition to taking questions at the Meeting, written questions may be sent by mail (registered office) or email (info@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.

Resolution 1 – Remuneration Report

The Remuneration Report is set out on pages 52 to 61 of the Company’s 2021 Annual Report. A copy of the Annual Report is available on the Company’s website at www.terracomresources.com.

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

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

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

"Two Strikes" Rule

Section 250R(3) of the Corporations Act provides that the vote on the adoption of the Remuneration Report is for advisory purposes only and will not bind the Directors

or the Company. However, under the Corporations Act, if a company's Remuneration Report receives an 'against' vote of 25% or more at two consecutive annual general meetings, a resolution must then be put to Shareholders at the later annual general meeting as to whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of that resolution must stand for re-election. So, Shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives "two strikes".

At the Company’s 2020 Annual General Meeting, less than 25% of the votes cast opposed the adoption of the Remuneration Report and therefore the “two strikes” process was not invoked.

Voting Exclusion Statement

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1:

• i. by or on behalf of a member of the Company’s key management personnel ( KMP ) (including Directors) details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2021 or their Closely Related Parties, regardless of the capacity in which the vote is cast; or

• ii. as a proxy by a 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 the Resolution:

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

• ii. by the Chair of the Meeting where the appointment expressly authorises the chair to exercise the proxy, even if the Resolution is connected directly or indirectly with the remuneration of a member of the 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.

Noting that each Director has a personal interest in their own remuneration from the Company, as set out in the Remuneration Report, 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.

Resolution 2 – Re-Election of Director

Re-election of Mr. Matthew Hunter

As per section 15.3 of the Company’s Constitution, dealing with the retirement of Directors, Mr. Matthew Hunter will retire from office at the 2021 Annual General Meeting.

In accordance with the requirements of section 15.3 of the Constitution, Matthew is eligible for re-election.

Relevant background information about Mr Hunter is outlined below.

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Appointment Details: Non-Executive Director, appointed 18 January 2018.

Qualifications and Experience: Matthew Hunter has more than 25 years’ experience in the finance and investments industries, with over 15 years’ experience in principal investment.

Mr Hunter founded Rivendell Capital in 2016 to provide investment and mergers and acquisitions advisory services, and undertake private equity investments. Prior to founding Rivendell Capital, Mr Hunter was a Managing Director of The Carlyle Group. He also served on the Board as a Non-Executive Director of both Coates Hire and Healthscope, two of the largest private equity transactions undertaken in Australia at the time.

Mr Hunter is a consultant to OCP Asia (TerraCom’s largest shareholder and debt holder) and their nominee Director on the Board. He is presently also Chairman of Emay Pty Ltd and Non-Executive Director of MediRent, Bothar Group, National Group and MP Water.

Former directorships (last 3 years): Silver Heritage Group Limited (appointed December 2016), resigned March 2020.

Mineral Resources Limited (ASX: MIN) and has a proven record of delivering exceptional results over 25 years in the mining and resources sector. Prior to joining TerraCom in December 2018, for over 2.5 years, Mr McCarthy held the role of Chief Operating Officer ( COO ) for the highly regarded, West Australian based, commodity producer and mining services company Mineral Resources Limited (which at the time had a market capitalisation of approximately $2.5 Billion). During his time as COO, he oversaw the successful implementation of MIN’s strategic growth initiatives.

Mr McCarthy brings a wealth of experience to TerraCom with a strong commercial focus and operational background with expertise in the development and implementation of business strategy, construction, mining and minerals processing across a wide range of commodities. During his time with TerraCom Limited as Chief Executive Officer and now Managing Director, Danny has successfully transformed Blair Athol from contractor to owner operator providing significant returns for shareholders and recently led a team on the ground in South Africa to undertake a strategic review of operations and implement sustainable improvements to deliver an increase in profitability.

Other current directorships: Nil.

Special responsibilities: Chairperson of the Audit Committee.

The Directors (other than Mr. Hunter) unanimously endorse Mr. Hunter as a candidate for re-election and recommend his reappointment to the Board.

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

Resolution 3 – Election of Director

Election of Mr Daniel McCarthy

As per section 15.1(c) of the Company’s Constitution any Director appointed during the year by the Directors of the Company, must be elected by shareholders at the next Annual General Meeting following his or her appointment.

Mr McCarthy was appointed as Managing Director of the Company effective 1 April 2021 and whilst the Company’s Constitution does not require the election of the Managing Director, ASX Listing Rule 14.4 stipulates that if the Company has more than one Executive Director (Executive Chairman, Mr Craig Ransley and Managing Director, Mr Daniel McCarthy) only one is entitled not to be subject to election/re-election.

As Mr Ransley was appointed (February 2020) prior to the appointment of Mr McCarthy (April 2021), Mr Ransley is deemed to be the Executive Director for the purposes of ASX Listing Rules and as such Mr McCarthy is subject to election at this Annual General Meeting.

Relevant background information about Mr McCarthy is outlined below.

Appointment details: Managing Director, Appointed 1 April 2021 (formerly Chief Executive Officer from 1 December 2018).

Qualifications and Experience: Danny McCarthy is a highly experienced mining executive having held senior roles with Thiess, QCoal, Wesfarmers (ASX: WES), and

Former directorships (last 3 years): Nil.

Special responsibilities: HSEC Committee Member.

The Directors (other than Mr. McCarthy) unanimously endorse Mr. McCarthy as a candidate for election and recommend his reappointment to the Board.

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

Resolution 4 – Ratification of issue of equity securities

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issues of equity securities of 5,000,000 unquoted options (the options ) to Evolution Capital under a lead broker agreement as announced to the ASX on 18 November 2021.

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 equity securities did not breach ASX Listing Rule 7.1.

The Company is seeking Shareholder approval pursuant to Listing Rule 7.4, for the ratification of the issue of securities under the Company’s 15% placement capacity under ASX Listing Rule 7.1.

By ratifying the previous issue of unquoted options under Resolution 4, the Company will again then have the

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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.

If Resolution 4 is not passed, then the issue of unquoted options the subject of Resolution 4, will be included in calculating the Company’s 15% placement capacity under Listing Rule 7.1 which will effectively decrease the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the unquoted options.

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

• Number of options – 5,000,000

• Exercise Price – $0.35 per share

• Expiry Date – 19 November 2024, being 3 years after the issue date

• Price received or other consideration – issued as part of a broker agreement.

• Purpose of the issue – Consideration for broker agreement.

• Other material terms of agreement – none noted.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by Evolution Capital 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; 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 item; and

• ii) the holder votes on the item in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

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

Resolution 5 – Approval of 10% Additional Placement Capacity

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.

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

• has a market capitalisation (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.

If Resolution 5 is not approved by Shareholders then the Company will not have the flexibility of an additional 10% capacity to issue securities. The Company not having the Additional 10% Placement Capacity will have no effect on the Company’s existing 15% capacity under Listing Rule 7.1.

Resolution 5 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 5 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 fully paid 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:

Listing Rule 7.1A enables an eligible entity, subject to receiving the requisite Shareholder approval, to issue, or enter into an agreement to issue, equity securities

• A is the number of fully paid Ordinary Shares on issue twelve (12) months before the date of

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issue or agreement to issue:

• plus the number of fully paid Ordinary Shares issued in the twelve (12) months under an exception in Rule 7.2;

• plus the number of partly paid Ordinary Shares that became fully paid in the twelve (12) months;

• plus the number of fully paid Ordinary Shares issued in the twelve (12) months with approval of Shareholders under Rule 7.1 or Rule 7.4;

• less the number of fully paid Ordinary Shares cancelled in the twelve (12) months.

• D is 10%

• E is the number of Ordinary Shares issued or agreed to be issued under Rule 7.1A.2 in the twelve (12) months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 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.

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.

Minimum Issue Price

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

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 50%.

Variable “A” in Listing Rule 7.1A.2 (*)		Issue Price: $0.185 (current Share price on 17 December 2021)	Issue Price: $0.0925 (50% decrease in current Share price)	Issue Price: $0.2775 (50% increase in current Share price)
754,607,630 (Current)	Shares issued 10% voting dilution.	75,460,763	75,460,763	75,460,763
	Funds raised.	$13,960,241	$6,980,121	$20,940,362
1,131,911,445 (50% increase in Shares on issue)	Shares issued 10% voting dilution.	113,191,145	113,191,145	113,191,145
	Funds raised.	$20,940,362	$10,470,181	$31,410,543
1,509,215,260 (100% increase in Shares on issue)	Shares issued 10% voting dilution.	150,921,526	150,921,526	150,921,526
	Funds raised.	$27,920,482	$13,960,241	$41,880,723

(*) 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.

The table above has been prepared on the following assumptions:

• the issue price is the closing price of the Company’s Shares on 17 December 2021;

• the number of Shares on issue is at 17 December 2021. 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;

• the maximum number of Shares is issued by the Company as permitted under Resolution 5;

• the table shows only the effect of issues of Ordinary Shares under Listing Rule 7.1A and does not show the effect of issues of Shares under the 15% placement capacity under ASX Listing Rule 7.1; and

• 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.

Date of issue

The Company may only issue securities under the 10%

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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; or

• The time and date of the Company’s next annual general 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).

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.

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.

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 nil Shares under Listing Rule 7.1A.

Voting exclusion statement

In accordance with the Listing Rules, the Company will disregard any votes cast in favour of Resolution 5 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 this Resolution is passed; and an associate of that person.

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; 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:

• iii) 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 item; and

• iv) the holder votes on the item in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

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

Resolution 6 – Election of Non-Board endorsed candidates

Board succession planning and director appointments is an ongoing responsibility of the Board, and the Board periodically reflects on its future needs and how those align with the skills and experience currently represented among the Directors.

In considering new director appointments, the usual practice for the Board is to conduct a search, using professional search firms where appropriate, for the best available candidates with the skills, experience, expertise, personal qualities, and attributes to best complement both the skill set and characteristics of the existing directors, with the aim to enhance the overall effectiveness of the Board. As a whole, the Board seeks to achieve a balance of entrepreneurial, capital markets, legal, technical, operational, commercial and financial skills from the mining industry and broader business backgrounds. Having regard to the mix of skills and experience among the Board as it presently stands, the Board believes that the current composition is adequate for the size and nature of the business.

As the two Director nominations in Resolution 6(a) and (b) have been requisitioned by shareholders, and not

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through the normal Company’s processes, the Company will be abstaining from providing comment or voting. This will allow shareholders to make their own informed decision on the resolutions put forward by shareholders without Company influence.

In accordance with the Corporations Act, Resolution 6(a) and 6(b) are tabled for consideration.

(a) Mr Graeme Campbell

As per section 15.1(b) of the Company’s Constitution a person may be appointed as a Director at any time by resolution passed at a General Meeting.

Shareholder, Bonython Coal No 1 Pty Ltd ( Bonython ), who holds 10.45% voting shares on issue, as at the date of this Notice of Meeting, has nominated Mr Graeme Campbell as a candidate for election.

Mr Campbell will be offered the opportunity to address the meeting to speak to his candidacy.

The Board currently consists of six directors (two Executive Directors, one independent Non-Executive Director and three Non-Executive Directors) and all Directors have diverse backgrounds with a range of business experience, skills and attributes to best suit the size and nature of the business.

The following material provided by Bonython and Mr Campbell has not been verified independently by TerraCom. TerraCom does not in any way endorse the platform on which Mr Campbell is standing for election.

“Graeme has over 40 years’ experience in corporate advisory and is a former Director of Ferrier Hodgson, Chartered Accountants, a leading independent financial advisory and restructuring provider.

In 2005 Graeme left Ferrier Hodgson to start up Campbell Advisory which provides wide ranging advice to participants within the Club and hotel industries together with the major Banks and other funders.

Graeme’s reputation and skills in the hospitality sector regularly leads him to being retained by financial institutions and industry participants to advise in respect to hospitality matters.

With a strong understanding of commercial and compliance drivers, Graeme has extensive experience across a number of Independent Director and Chairman positions on public, private and not for profit boards where he brings strong leadership and governance.”

The Board has not requisitioned Resolution 6(a) so therefore does not have a position with respect to voting.

Given the above, the Chairman of the meeting intends to vote undirected proxies to ABSTAIN from Resolution 6(a).

(b) Mr Mark Lochtenberg

As per section 15.1(b) of the Company’s Constitution a person may be appointed as a Director at any time by resolution passed at a General Meeting.

A consortium of shareholders, including shareholders Gleneagle Securities, Thorney Investment Group and Bart Group (collectively the consortium ), who hold 11.97% voting shares on issue, as at the date of this

Notice of Meeting, has nominated Mr Mark Lochtenberg as a candidate for election.

Mr Lochtenberg will be offered the opportunity to address the meeting to speak to his candidacy.

The Board currently consists of six directors (two Executive Directors, one independent Non-Executive Director and three Non-Executive Directors) and all Directors have diverse backgrounds with a range of business experience, skills and attributes to best suit the size and nature of the business.

The following material provided by the consortium and Mr Lochtenberg has not been verified independently by TerraCom. TerraCom does not in any way endorse the platform on which Mr Lochtenberg is standing for election.

“Mr Lochtenberg graduated with a Bachelor of Law (Hons) degree from Liverpool University, UK and has been actively involved in the coal industry for more than 25 years. He was the Executive Chairman and founding Managing Director of ASX Listed Cockatoo Coal Limited. He was also formerly the co-head of Glencore International AG’s worldwide coal division, where he spent 13 years overseeing a range of trading activities including the identification, due diligence, negotiation, acquisition and aggregation of the coal project portfolio that would become Xstrata Coal. Prior to this, Mr Lochtenberg established a coal “swaps” market for Bain Refco, (Deutsche Bank) after having served as a senior coal trader for Hansen Neuerburg AG and as coal marketing manager for Peko Wallsend Limited. Mr Lochtenberg is currently Chairman of ASX Listed Equus Mining Limited, a minerals exploration company with operations in Chile and a Director of Australian Transport Energy Corridor Pty Ltd and Montem Resources Limited.”

The Board has not requisitioned Resolution 6(b) so therefore does not have a position with respect to voting.

Given the above, the Chairman of the meeting intends to vote undirected proxies to ABSTAIN from Resolution 6(b).

GLOSSARY

In this Explanatory Statement and the Notice of Meeting:

Annual General Meeting means the annual general meeting of the Company to be convened by the Notice of Meeting.

Annual Report means the annual report of the Company (comprising the Financial Report, Directors’ Report and Auditor’s Report for the Company) for the financial year ended 30 June 2021.

Annual Financial Report means the annual financial report of the Company for the financial year ended 30 June 2021.

ASX means ASX Limited ACN 008 624 691.

Board means the board of Directors of the Company.

Chairman means the chairman of the Board.

Company means TerraCom Limited ACN 143 533 537.

Constitution means the constitution of the Company

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currently in force.

Corporations Act means the Corporations Act 2001 (Cth) .

Directors means the Directors of the Company as at the date of this Notice of Meeting being Mr Craig Ransley, Mr Daniel McCarthy, Mr Matthew Hunter, Mr Glen Lewis, Mr Craig Lyons and Mr Shane Kyriakou.

Explanatory Statement means this explanatory statement that accompanies and forms part of the Notice of Meeting.

Key Management Personnel means the non-executive Directors of the Company and other executives identified within the Company’s 2021 Annual Financial Report.

Listing Rules means the Official Listing Rules of the ASX.

Notice of Meeting means the notice of Annual General Meeting dated 23 December 2021 which this Explanatory Statement accompanies and in which the Resolutions are set out.

Ordinary Shares means fully paid ordinary shares in TerraCom Limited (ASX: TER).

Proxy Form means the proxy form that accompanies and forms part of the Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report for the financial year ended 30 June 2021.

Resolution means the resolutions referred to in the Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Share Registry means the Company’s share register, Link Market Services Limited.

Shareholder means a holder of Shares in the Company.

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LODGE YOUR VOTE

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TerraCom Limited ABN 35 143 533 537

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 Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 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 3:00pm on Saturday, 29 January 2022, 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). HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM 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 (b) return both forms together. 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 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. Resolutions are 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” must 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.

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PROXY FORM

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

APPOINT A PROXY

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

the Chairman of the as your proxy, please write the name of the person or body Meeting (mark box) 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 3:00pm (AEDT) on Monday, 31 January 2022, at The Fullerton Hotel Sydney, Barnet Room, No. 1 Martin Place, SYDNEY NSW 2000 (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 items 1 to 5 and to ABSTAIN for items 6a and 6b. 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 Items of Business Chairman For Against Abstain * 1 Adoption of remuneration report FOR 2 Re-election of Mr. Matthew Hunter as a Director FOR 3 Election of Mr. Daniel McCarthy as a Director FOR 4 Ratification of the issue of securities FOR 5 Approval of 10% Additional Placement Capacity FOR 6a Election of Non-Board endorsed candidate – Mr. Graeme Campbell ABSTAIN 6b Election of Non-Board endorsed candidate – Mr. Mark Lochtenberg ABSTAIN  * 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, any 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 PRX2201C