TIMAH RESOURCES LIMITED — Capital/Financing Update 2015

Sep 15, 2015

16 September 2015

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Pre-Quotation Disclosure Notice

The following information is required to be given to ASX for release to the market in connection with the commencement of official quotation in the fully paid ordinary shares ( Shares ) in Timah Resources Limited (ACN 123 981 537) (ASX: TML) ( TML ).

Unless otherwise defined in this notice, capitalised terms used in this notice have the meanings given to them in the replacement prospectus lodged by TML with the Australian Securities and Investments Commission ( ASIC ) on 6 July 2015 and supplementary prospectus lodged by TML with ASIC on 12 August 2015 ( Prospectus ).

1. COMPLETION OF THE CONSOLIDATION

The 1:2 consolidation of all of TML’s share capital to achieve a share price of approximately $0.20 was completed on 10 September 2015 ( Consolidation ).

2. COMPLETION OF SHARE SALE AGREEMENT

The transactions under the Share Sale Agreement ( SSA ) dated 10 October 2014 (as amended) between the Company and Cash Nexus (M) Sdn Bhd ( Cash Nexus ) was completed on 10 September 2015.

Under the SSA, the Company agreed to purchase 100% of the issued shares in Mistral Engineering Sdn Bhd ( Mistral ) from Cash Nexus, in exchange for issuing 85,500,000 Shares (equivalent to 42,750,000 Shares post-Consolidation).

TML issued its 42,750,000 Shares to Cash Nexus as consideration under the SSA on 10 September 2015.

3. CAPITAL STRUCTURE AND ESCROW

TML currently has on issue 93,481,320 Shares. Of these:

• (a) 40,671,864 Shares will be quoted and tradeable; and

• (b) 52,809,456 Shares will not be quoted and will be classified as restricted securities for a period of 24 months from 16 September 2015.

A breakdown of the restricted securities by holder is as follows:

Holder	Number of Shares restricted
Cash Nexus	47,025,000
Jack Tan	336,568
Coin Equities Pty Ltd	61,201
Lawrence Nguyen	225,001
Lawrence Nguyen Nominees Pty Ltd	436,686
Timah Pasir Sdn. Bhd.	4,725,000

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4. ASX LISTING RULE 10.1 WAIVER

ASX has granted TML a conditional waiver from listing rule 10.1 to the extent necessary to permit TML not to seek shareholder approval following listing in relation to the lease of wayleave dated 8 May 2015 between Mistral and Prolific Yield Sdn. Bhd. ( PYSB ) (the "Lease "). The total consideration payable by Mistral to PYSB under the Lease exceed 5% of TML’s pro forma consolidated equity interests as at 31 December 2014. The relationship between TML and PYSB and the material terms of the Lease are disclosed in the Prospectus. The waiver is permitted on the basis that subscription under the Prospectus is akin to shareholder approval of the lease arrangements. The waiver is conditional on:

• (a) TML providing a summary of the material terms of the Lease in each of its annual report during the term of the Lease;

• (b) should ASX LR 10.1 apply to the Lease at the time, TML is required to seek shareholder approval for any material variation to the terms of the Lease; and

• (C) should ASX LR 10.1 apply to the Lease at the time, renewal of the Lease will also be subject to shareholder approval.

5. NEW DIRECTORS

The following directors have been appointed as directors of TML (the appointment becoming effective on TML’s admission to the official list of ASX):

• (a) Tan Sri Mah King Thian (previously referred to as Dato’ Seri Mah King Thian);

• (b) Dato’ Seri Mah King Seng;

• (c) Soong Swee Koon;

• (d) Lee Chong Hoe;

• (e) Michelle Siew Yee Lee; and

• (f) Jack Tian Hock Tan.

Tan Sri Mah King Thian is Executive Chairman of TML, Dato’ Seri Mah King Seng is Managing Director of TML and Soong Swee Koon is Chief Operating Officer of TML.

Lee Chong Hoe, Michelle Siew Yee Lee and Jack Tian Hock Tan are all non-executive directors of TML.

Please refer to section 7.2 of the Prospectus for details of the experience of each new director.

6. OTHER DISCLOSURES

The following documents have also been given to ASX for release to market in connection with the commencement of official quotation of the Shares:

• (a) a distribution schedule of the numbers of holders in each class of security to be quoted;

• (b) a statement setting out the names of the 20 largest holders of each class of securities to be quoted, including the number and percentage of each class of securities held by those holders;

• (c) TML’s Appendix 1A and Information Form and Checklist;

• (d) the Prospectus;

• (e) TML’s constitution;

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• (f) TML’s audited financial statements for the financial years ended 30 June 2012, 30 June 2013 and 30 June 2014, and its reviewed half year accounts for the period ended 31 December 2014;

• (g) Mistral’s audited financial statements for the financial years ended 31 December 2012, 31 December 2014 and 31 December 2014;

• (h) q reviewed pro-forma statement of financial position based on the actual amount of funds raised under the Prospectus, together with the review, which takes into account amounts drawn down under the CGB Loan to date and qualitatively explains how, if at all, those funds have been utilised;

• (i) a statement disclosing the extent to which TML will follow, as at the date of admission to the official list of the ASX, the recommendations set by the ASX Corporate Governance Council; and

• (j) TML’s securities trading policy.

For further details on any of the matters referred to in this notice, please see the Prospectus, available on TML’s website or ASX’s website.

Andrew Wallis

Company Secretary Phone: +61 2 9367 4633 Fax: +61 2 9267 4388

Timah Resources Limited www.timahresources.com.au

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