TIVAN LIMITED — Interim / Quarterly Report 2021

Mar 9, 2021

ABN 12 000 817 023

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and its Controlled Entities

Half-Year Financial Report

31 December 2020

TNG Limited and its controlled entities Corporate Information

Directors

Paul Burton (Managing Director & CEO) John Elkington (Non-Executive Director and Chairman) Simon Morten (Non-Executive Director)

Joint Company Secretaries

Jason Giltay Paula Raffo

Registered Office

Suite 20, 22 Railway Road Subiaco WA 6008

PO Box 1126 Subiaco, WA 6904

Telephone: (08) 9327 0900 Facsimile: (08) 9327 0901 Website: www.tngltd.com.au Email: corporate@tngltd.com.au

Share Registry

Computershare Investor Services Pty Limited Level 11 172 St Georges Terrace Perth WA 6000 Telephone: (08) 9323 2000 Facsimile: (08) 9323 2033

Auditor

KPMG 235 St Georges Terrace Perth WA 6000

Domestic Stock Exchange

Australian Stock Exchange Limited (ASX) Code: TNG

International Stock Exchange

German Stock Exchange Code: HJI

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TNG Limited and its controlled entities Directors’ Report

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The directors of TNG Limited (the “Company” or ‘TNG”) present their report on the consolidated entity, consisting of the Company and its subsidiaries, together with the consolidated financial statements for the six months ended 31 December 2020 and the review report thereon.

DIRECTORS

The Directors of the Company during and since the end of the financial period are:

Paul Burton (Managing Director & CEO) John Elkington (Non-Executive Director and Chairman) Greg Durack (Non-Executive Director) (resigned effective as of 4 February 2021) Simon Morten (Non-Executive Director)

REVIEW OF OPERATIONS

OVERVIEW

TNG Limited (“TNG” or the “Company”) is an Australian resource and mineral processing technology company which is progressing towards the development of its 100%-owned world-class Mount Peake Vanadium-TitaniumIron Project (“Mount Peake Project” or “Project”) in the Northern Territory, Australia.

The half year ended 31 December 2020 was marked by substantial progress across key work streams of the comprehensive front-end engineering and design (“FEED”) study for the Mount Peake Project, despite restrictions imposed worldwide due to the COVID-19 pandemic, and across permitting and approvals.

The Company has also advanced its green energy strategy with the establishment of a Vanadium Redox Flow Battery business and strategic partnership agreement with SMS group (“SMS”) to develop green hydrogen production technology.

HIGHLIGHTS

• Life-of-Mine Off-take Agreement executed with Vimson Group for 100% of planned hematite production for the Mount Peake Project.

• Life-of-Mine Off-take and Marketing Agreement executed with Gunvor (Singapore) for 40% of the planned vanadium pentoxide production for the Mount Peake Project.

• Continued progression of key work streams within the FEED study for the Mount Peake Project.

• Pre-qualification tender of the majority of non-process infrastructure (“NPI”) work streams completed.

• Issue of an Authority Certificate for mining by the Aboriginal Areas Protection Authority (“AAPA”).

• Submission of a Revised Mining Management Plan for the Mount Peake Mine Site.

• Establishment of a Vanadium Redox Flow Battery business unit.

• Strategic partner development agreement with German based SMS for development of carbon-neutral hydrogen technology to be applied to the TIVAN® Process.

• Appointment of KPMG Corporate Finance project finance team as global financial advisor.

• Raising of $8.8 million under an Entitlement Issue.

• Further extension of the term of the debt financing mandate with KfW IPEX-Bank GmbH (“KfW”) to 11 December 2021.

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TNG Limited and its controlled entities Directors’ Report

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COVID-19

In July 2020, the Company returned to normalised working hours and arrangements for its project management team and other staff with the provision of flexible working arrangements when required. All necessary health and safety precautions continue to be adhered to.

The Company is closely monitoring the COVID-19 situation in Australia and internationally, including new measures implemented by governments around the world, mainly in Europe, and for any potential impacts on the Project.

MOUNT PEAKE VANADIUM-TITANIUM-IRON PROJECT

Project Summary

The Mount Peake Project is a world-scale strategic metals project located in the Northern Territory, discovered and 100% owned by TNG. The Project is well positioned close to existing power and transport infrastructure, including the Alice Springs-Darwin Railway and the Stuart Highway. Close to surface and flat lying, the Mount Peake ore body has a Resource of 160 million tonnes grading 0.28% V2O5, 5.3% TiO2 and 23% Fe, making it one of the largest undeveloped vanadium-titanium-iron projects globally.

The Company’s strategy is to produce three high-value, high-purity products – vanadium pentoxide (V2O5), titanium dioxide pigment (TiO2) and iron oxide (Fe2O3) – utilising an innovative processing technology, the TIVAN® process, developed and 100% owned by TNG. The Project is proposed to be developed across two sites in the Northern Territory:

• a mine site located on granted mining tenure 235km northwest of Alice Springs in the Northern Territory, including an open pit mining operation and a proposed Beneficiation Plant; and

• an upstream TIVAN® Processing Facility (“DPF”), including a Titanium Pigment Plant, proposed to be located at a site in the Middle Arm Industrial Precinct on the Darwin Harbour.

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Project location map

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TNG Limited and its controlled entities Directors’ Report

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Project Status

During the period, the Company continued to progress planning, design and engineering for the development of the Mount Peake Project, including the comprehensive FEED Study for the Darwin TIVAN® Processing Facility and the Mine Site Beneficiation Plant, which is being undertaken by the leading German-based engineering firm SMS.

In parallel with the FEED study, the Company has completed the tender process and short-listed service providers for the NPI works required at both the DPF and the mine site Beneficiation Plant, which includes haul roads, bore fields, accommodation camp, logistics infrastructure and power supply.

Following completion of the FEED study, SMS will provide to TNG a fixed-price engineering, procurement and construction proposal to deliver the TIVAN® Processing Facility and Beneficiation Plant. The proposal will include production quantity, production rate and product quality guarantees.

The Company also materially advanced permitting for the Project during the reporting period with the submission of a Revised MMP for the Mount Peak Mine Site to the Department of Industry, Tourism and Trade of the Northern Territory Government (“NTG”). The Revised MMP follows the response to all key matters raised by the NTG on the Initial MMP submitted in late 2019.

During the period, the Company was granted an Authority Certificate (“Certificate”) for the mine site area by the AAPA. The issue of the AAPA Certificate is a key permit the Company required before any on ground commencement of mining operations for the Mount Peake Project.

Mount Peake Products - Off-Take Agreements

Vanadium Pentoxide

During the period, the Company executed a binding life-of-mine off-take and marketing agreement with global commodity trader Gunvor (Singapore) for 40% of the planned production of 6,000 tonnes per annum of high-purity vanadium pentoxide for the Mount Peake Project. The agreement with Gunvor complements the existing life-ofmine agreement with Woojin (Korea) for 60% of TNG’s planned vanadium pentoxide production.

Titanium Dioxide Pigment

The Company has a binding life-of-mine off-take and marketing agreement with market expansion provider DKSH (Switzerland) for a minimum of 75,000 tonnes and up to 100% of TNG’s planned titanium dioxide production for the Mount Peake Project.

Iron Ore

During the period, the Company executed a binding life-of-mine off-take agreement with the Vimson Group for 100% of the planned production of 500,000 tonnes per annum of high-grade iron ore fines (+64% Fe) for the Mount Peake Project.

Mount Peake Financing

In September 2020, TNG appointed KPMG Corporate Finance as its global financial advisor for the Mount Peake Project to assist the Company to optimise and execute the debt and equity components for the total project financing requirements for Project development and operations. KPMG Corporate Finance’s scope of work will be limited to the provision of advice, whilst the responsibility for management decisions rests with the management of TNG.

KPMG Corporate Finance has a dedicated mining corporate finance team that assists with global-scale projects like Mount Peake and has recent experience working on other large project financing deals with KfW, the Northern Australia Infrastructure Facility (“NAIF”) and export credit agencies.

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TNG Limited and its controlled entities Directors’ Report

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Debt Finance

During the period, TNG extended its mandate with Germany’s State-owned KfW, the Company’s exclusive senior debt advisor and arranger to lead a debt raise of up to US$600 million for the development and construction of the Mount Peake Project, to December 2021.

The Company also continued to advance discussions with KfW regarding project financing and structuring. TNG also furthered discussions with NAIF regarding their funding process, following the prior submission of a detailed proposal to NAIF.

Equity

The Company continued evaluating different options for equity financing during the period. However, the final equity requirement will only be determined following completion of the FEED study and confirmation of the level of debt funding available.

Hydrogen Production Technology

In September 2020, the Company entered into a strategic partner agreement with SMS group to develop a CO2neutral technology for the production of green hydrogen from various renewable, secondary or fossil hydrocarbon sources by means of plasma pyrolysis, utilising green electrical energy.

This technology, which consumes roughly one-third of the electricity required to produce the same amount of hydrogen by electrolysis of water, could be the preferred reduction agent for TNG’s TIVAN® Process, marking an important step in the Company’s roadmap towards achieving a net zero carbon footprint for TIVAN®.

Vanadium Redox Flow Battery (“VRFB”) Business Unit

In November 2020, the Company established a VRFB business unit via its green energy focused 100%-owned subsidiary, TNG Energy Pty Ltd, as part of its vertical integration strategy for the Mount Peake Project.

TNG’s aim is to produce its own vanadium electrolyte and become a commercial supplier of VRFB’s targeting greenhouse emission reductions, providing an economic alternative to conventional power generation for standalone off-grid power systems.

The Company subsequently appointed Australian renewable energy companies Generators and Off-Grid Energy to provide business development advice and juwi Renewable Energy to provide specialist technical advice.

OTHER PROJECTS

Kulgera Project (EL – 100% TNG)

During the reporting period, the Company was granted Exploration Licences for the Kulgera Project, a 1,231km[2] vanadium and titanium exploration project located along the South Australian border in the Northern Territory.

Future planned work programs at Kulgera will be focused on defining sources of concentrate that could be treated using TNG’s TIVAN® Process and conducting concentrate flowsheet refinement and TIVAN® testwork to determine the economics of extraction which could enhance the Mount Peake Project.

Moonlight Project (ELA – 100% TNG)

The Company has submitted Exploration Licence Applications for a vanadium exploration project at Moonlight, located 80km west of Daly Waters in the central Northern Territory. The project tenure has already been advertised by the Northern Territory Government and is now progressing through the normal grant process.

Cawse Extended Mine Project: Nickel-Cobalt (80%: Mesmeric / 20%: TNG)

The Company has a 20% free-carried interest in the Cawse Extended Mining Lease. No further information was supplied by Mesmeric Enterprises during the reporting period.

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TNG Limited and its controlled entities Directors’ Report

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WORKING CAPITAL

TNG had total cash reserves of $9.3 million and working capital of $8.3 million at the end of the reporting period. Subsequent to the end of the reporting period, the Company increased its cash reserves with receipt of a $5.14 million cash rebate under the Federal Government’s Research and Development tax incentive scheme for eligible activities undertaken during the 2019/2020 financial year, and a further $3.73 million (before costs) via the placement of all of the shortfall from the Company’s recent entitlement issue.

LEAD AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration is set out on page 8 and forms part of the Directors’ Report for the six months ended 31 December 2020.

ROUNDING OFF

The Company is of a kind referred to in ASIC Corporations (Rounding in Financial / Directors’ Reports) Instrument 2016/191 and in accordance with that instrument, amounts in the condensed consolidated interim financial statements and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated.

Signed in accordance with a resolution of the Directors.

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Paul E Burton Managing Director & CEO 9 March 2021

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TNG Limited and Controlled Entities Auditor’s Independence Declaration

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TNG Limited and its controlled entities Half-Year Financial Report

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CONDENSED CONSOLIDATED INTERIM STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the half year ended 31 December 2020

Note	31 December 31 December 2020 2019 $’000 $’000
Other Income Total income Occupancy expenses Administrative expenses Employment expenses Corporate expenses Depreciation and amortisation expense Results from operating activities Financial income Financial expenses Net financing income/(Expense) Loss before income tax Income tax benefit/(expense) Loss for the period Other comprehensive income Items that may be reclassified subsequently to profit or loss Equity Investments at FVOCI-net change in fair value Other comprehensive income/(loss) for the period Total comprehensive loss for the period Loss per share (cents per share) Basic and diluted loss per share (cents per share)	183 -
	183 - (116) (105) (43) (103) (722) (742) (404) (869) (19) (21)
	(1,121) (1,840) 14 163 (7) (9)
	7 154
	(1,114) (1,686) - -
	(1,114) (1,686)
	189 (139)
	189 (139)
	(925) (1,825)
	(0.10) (0.15)

The condensed consolidated interim statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to the condensed consolidated interim financial statements.

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TNG Limited and its controlled entities Half-Year Financial Report

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CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION As at 31 December 2020

Note	31 December 2020 30 June 2020 $’000 $’000
Current Assets Cash and cash equivalents Other receivables 6 Prepayments Total current assets Non-Current Assets Other receivables Other investments 6 7 Plant and equipment Exploration and evaluation assets 8 Right-of-use asset 9 Total non-current assets Total assets Current Liabilities Trade and other payables 6 Provisions Lease liabilities 6,9 Total current liabilities Non-Current Liabilities Lease liabilities 6,9 Total non-current liabilities Total liabilities Net assets Equity Issued capital 10 Reserves Accumulated loss Total equity	9,341 8,616 5,392 258 335 358
	15,068 9,232
	67 381 67 192 47 60 46,898 46,288 270 350
	47,663 46,957
	62,731 56,189
	1,104 2,282 496 464 137 146
	1,737 2,892 147 215
	147 215
	1,884 3,107
	60,847 53,082
	111,248 102,595 (3,167) (3,356) (47,234) (46,157)
	60,847 53,082

The condensed consolidated interim statement of financial position is to be read in conjunction with the notes to the condensed consolidated interim financial statements.

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TNG Limited and its controlled entities Half-Year Financial Report

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CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENT For the half year ended 31 December 2020

	31 December 31 December 2020 2019 $’000 $’000
Cash flows from operating activities Cash receipts in the course of operations Cash paid to suppliers and employees Interest received Interest paid Net cash (used in) operating activities Cash flows from investing activities Payments for exploration and evaluation Research and Development rebate Acquisition of plant and equipment Payment of security bonds Net cash (used in) investing activities Cash flows from financing activities Proceeds from issue of shares Loan funded share plan – loan repayment Cost of shares issued Payments of lease liabilities Net cash received from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 31 December	183 - (1,179) (2,106) 22 141 (7) (9)
	(981) (1,974) (6,876) (8,568) - 2,185 (3) (22) - (3)
	(6,879) (6,408) 8,768 4,980 40 - (151) (259) (72) (68)
	8,585 4,653
	725 (3,729) 8,616 20,114
	9,341 16,385

This condensed consolidated interim cash flow statement is to be read in conjunction with the notes to the condensed consolidated interim financial statements.

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TNG Limited and its controlled entities Half-Year Financial Report

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CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY For the half year ended 31 December 2020

		Issued Capital Accumulated loss Fair Value Reserve Total Equity $’000 $’000 $’000 $’000 97,874 (43,272) (3,229) 51,373 (139) (139) - (1,686) - (1,686) - (1,686) (139) (1,825) 4,980 - - 4,980 (259) - - (259) 102,595 (44,958) (3,368) 54,269 102,595 (46,157) (3,356) 53,082 - - 189 189 - (1,114) - (1,114)
Balance at 1 July 2019 Equity Investment at FVOCI-net change in fair value Net loss for the period Total comprehensive Income (loss) for the period Transactions with owners, recorded directly in equity Share placement Cost of share issue Balance at 31 December 2019 Balance at 1 July 2020 Equity Investment at FVOCI-net change in fair value Net loss for the period Total comprehensive loss for the period Transactions with owners, recorded directly in equity Share placement Loan funded share plan – loan repayment Cost of share issue Share based payments expense Balance at 31 December 2020
		- (1,114) 189 (925) 8,768 - - 8,768 40 - - 40 (155) - - (155) - 37 - 37
		111,248 (47,234) (3,167) 60,847

The amounts recognised directly in equity are disclosed net of tax.

The condensed consolidated interim statement of changes in equity is to be read in conjunction with the notes to the condensed consolidated interim financial statement.

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TNG Limited and Controlled Entities Notes to the consolidated financial statements

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1. Corporate Information

TNG Limited (the “Company”) is a for-profit company limited by shares, incorporated and domiciled in Australia, and whose shares are publicly traded.

The condensed consolidated interim financial report as at and for the half year ended 31 December 2020 comprises the Company and its subsidiaries (together referred to as the “Group”). The Group is a for profit entity and is primarily involved in the exploration, evaluation and development of mineral assets within Australia.

2. Basis of Preparation and Accounting Policies

Basis of preparation

The condensed consolidated interim financial statements for the half -year ended 31 December 2020 has been prepared in accordance with AASB134 Interim Financial Reporting and the Corporations Act 2001.

The condensed consolidated interim financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements for the year ended 30 June 2020 which are available upon request from the Company’s Registered Office or at www.tngltd.com.au.

The Half-Year Financial Report was approved by the Board of Directors on 9 March 2021.

Significant accounting policies

The accounting policies adopted in the preparation of the condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 30 June 2020.

3. Estimates

The preparation of the Half Year Financial Report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing this Half-Year Financial Report, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report as at and for the year ended 30 June 2020.

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TNG Limited and Controlled Entities Notes to the consolidated financial statements

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4. Going concern

The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

Whilst not immediately required, the Group may need to raise additional funds to meet its ongoing obligations and subject to the results of its ongoing exploration and engineering activities, expand or accelerate its work programs. Additional sources of funding available to the Group include capital raising from new or existing shareholders, or through farm-in or similar arrangements. If necessary, Directors can curtail discretionary expenditure to preserve cash reserves.

The Directors have reviewed the Group’s overall financial position and are of the opinion that the use of the going concern basis of accounting is appropriate as they believe the Group has sufficient funds available for at least 12 months and when required will be able to raise further funding. If necessary, the Group can curtail spending should it be required and institute cost saving measures to further reduce corporate and administrative costs.

5. Segment information

The Board has determined that the Group has one reportable segment, being mineral exploration and evaluation in Australia, consequently the Group does not report segmented operations.

6. Financial Assets and Financial Liabilities

Set out below is an overview of financial assets (other than cash and short-term deposits) and financial liabilities, held by the Group at 31 December 2020.

		31 December 2020 30 June 2020 6 months 12 months $’000 $’000
	Financial assets at amortised cost Other receivables – R&D rebate Other Receivables- Other Total financial assets Financial liabilities at amortised cost Trade and other payables Obligations under leases Current Non-current Total financial liabilities	5,139 - 320 325
		5,459 325
		1,104 2,282 137 146 147 215
		1,388 2,643

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TNG Limited and Controlled Entities Notes to the consolidated financial statements

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7. Other Investments

her Investments
	31 December 2020 30 June 2020 6 months 12 months $’000 $’000
Balance at the beginning of the period Revaluation recognised in other comprehensive income Balance at the end of the period	192 319 189 (127)
	381 192

The group’s investments in equity securities are classified as Investment in equity securities (FVOCI). Subsequent to initial recognition, they are measured at fair value. Gains and losses on revaluation (i.e. changes in fair value) of asset are recognised in other comprehensive income (FVOCI). During the reporting period, TNG recognised a fair value adjustment of $188,743 through other comprehensive income.

8. Exploration, evaluation and engineering expenditure

Cost	31 December 2020 30 June 2020 6 months 12 months $’000 $’000
Balance at the beginning of the period Exploration and evaluation expenditure Research and development rebate Balance at the end of the period	46,288 32,076 5,749 16,397 (5,139) (2,185)
	46,898 46,288

The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective areas. At balance sheet date the carrying amount of exploration and evaluation expenditure was $46,897,675 of which $46,768,504 was attributable to the Mount Peake Project and the balance relating to Cawse Extended and other exploration projects.

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TNG Limited and Controlled Entities Notes to the consolidated financial statements

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9. Leases

Lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate and assessment of whether it will exercise a purchase, extension or termination option or there is a revised-in substance fixed lease payment.

Cost 3	1 December 2020 6 months $’000	30 June 2020 12 months $’000
Comprising: Balance at the beginning of the period Additions Cancellation of Lease Option to renew Interest expense Lease repayments Lease liability at the end of the period Current Non-current		488 12 - 18 (157)
	361
	-
	(6)
	7
	(78)
	284	361
		146 215
	137
	147
	284	361

Right-of-use-assets are measured at the amount equal to the lease liability at inception adjusted by the amount of depreciation relating to that lease recognised in the balance sheet as at 31 December 2020.

Cost 31 December 2020 30 June 2020 6 months 12 months $’000 $’000	Cost 31 December 2020 30 June 2020 6 months 12 months $’000 $’000
Balance at the beginning of the period Additions Cancellation of Lease Option to renew Depreciation expense Closing carrying value at the end of the period	350 488 - 12 (6) - (74) (150) 270 350

The Group leases offices, shed and office equipment between 1 and 5 years with in some cases, options to extend.

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TNG Limited and Controlled Entities Notes to the consolidated financial statements

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10. Issued Capital

Issued and paid-up share capital	31 December 2020 30 June 2020 6 months 12 months $’000 $’000
	111,248 102,595

Movements in shares on issue

	31 December 2020 6 months 30 June 2020 12 months Number $’000 Number $’000
Balance at the beginning of the period Capital raisings Loan funded share plan - loan repayment Share issue costs Balance at 31 December 2020	1,124,545,124 102,595 1,070,994,327 97,874 87,681,874 8,768 53,550,797 4,980 - 40 - - - (155) - (259)
	1,212,226,998 111,248 1,124,545,124 102,595

During the reporting period, the Company completed a pro rata non-renounceable Entitlement Issue to eligible shareholders at $0.10 per new share. A total of 87,681,874 new shares were issued raising a total amount of $8,768,187 (before costs). A total of 87,681,874 listed options were also issued at no cost to participants.

Additionally, an amount of $39,500 was received from the repayment of the purchase of 500,000 Plan Shares under the Company’s Non-Executive Director and Consultant Share Plan.

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

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TNG Limited and Controlled Entities Notes to the consolidated financial statements

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11. Subsequent events

On 21 January 2021, the Company announced that it had received firm commitments to place all of the shortfall from its recently closed non-renounceable pro rata entitlement issue through Sanlam Private Wealth to raise $3.73 million (before costs) via the issue of 37,270,042 shares at $0.10 per share, and 37,270,042 listed options at nil cost. The shortfall securities were issued on 29 January 2021.

On 22 January 2021, the Company announced that it had received an amount of $5.14m as a refundable tax offset under the Federal Government’s Research and Development (“R&D”) tax incentive scheme for eligible R&D activities undertaken during the 2019/2020 financial year. This amount was recognized under ‘Other Receivables’ at 31 December (refer note 6). TNG’s R&D activities relate to its 100%-owned Mount Peake Vanadium-Titanium-Iron Project in the Northern Territory and TIVAN® processing technology.

On 1 February 2021, the Company announced that it had submitted the Supplement to the Company’s Draft Environmental Impact Statement for its proposed Darwin TIVAN® Processing Facility, part of its 100%-owned Mount Peake Vanadium-Titanium-Iron Project, to the Northern Territory Environmental Protection Authority.

On 4 February 2021, Mr Greg Durack, resigned as a Non-Executive Director of the Company to take up the position of Managing Director and Chief Executive Officer of another resources company which is preparing to list on the ASX.

On 15 February 2021, highly experienced mining executive Mr Jonathan Fisher commenced employment as Chief Financial Officer of the Company.

The Directors are not aware of any other matters or circumstances which have arisen since 31 December 2020 that have significantly affected or may significantly affect:

• a) the Company’s operations in future years, or

• b) the results of those operations in future financial years, or

• c) the Company’s state of affairs in future financial years.

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TNG Limited and Controlled Entities Directors’ Declaration

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In the opinion of the Directors of TNG Limited (“the Company”):

• 1 the condensed consolidated interim financial statements and notes set out on pages 9 to 18, are in accordance with the Corporations Act 2001 , including:

• (a) giving a true and fair view of the financial position of the Group as at 31 December 2020 and of its performance for the six months ended on that date; and

• (b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 ; and

• 2 there are reasonable grounds to believe that the Company and the Group will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the Directors.

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Paul E Burton Managing Director & CEO

9 March 2021

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TNG Limited and Controlled Entities Independent Auditor’s Review Report

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TNG Limited and Controlled Entities Independent Auditor’s Review Report

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TNG Limited and Controlled Entities Half-Year Financial Report

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REGULATORY DISCLOSURES

Competent Person’s Statements

The information in this report related to the Mount Peake Mineral Resource estimates is extracted from an ASX Announcement entitled “Additional Information on the Mount Peake Resource” dated 26 March 2013 in accordance with the JORC Code (2012) and is available to view on www.tngltd.com.au and www.asx.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Mineral Resource estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are represented have not been materially modified from the original market announcement.

The information in this report related to the Mount Peake Ore Reserve estimates is extracted from an ASX Announcement entitled “Mount Peake Feasibility Results” dated 31 July 2015 in accordance with the JORC Code (2012) and is available to view on www.tngltd.com.au and www.asx.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Ore Reserve estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are represented have not been materially modified from the original market announcement.

The information in this report related to the Kulgera Project Mineral Resource estimates is extracted from an ASX Announcement entitled “TNG expands tenure with existing JORC resource” dated on 8 July 2020 in accordance with the JORC Code (2012) and is available to view on www.tngltd.com.au and www.asx.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the Mineral Resource estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are represented have not been materially modified from the original market announcement.

Production Targets and Financial Information

Information in relation to Mount Peake production targets and financial information included in this report is extracted from an ASX Announcement dated 11 September 2019 called “Optimised Delivery Strategy for Mount Peake” available on the Company’s website on www.tngltd.com.au. The Company confirms that all material assumptions underpinning the production target and financial information set out in the announcement released on 11 September 2019 continue to apply and have not materially changed.

Forward-Looking Statements

This report has been prepared by TNG Limited. This report is in summary form and does not purport to be all inclusive or complete. Recipients should conduct their own investigations and perform their own analysis in order to satisfy themselves as to the accuracy and completeness of the information, statements and opinions contained.

This report is for information purposes only. Neither this nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of TNG Limited shares in any jurisdiction. This report does not constitute investment advice and has been prepared without taking into account the recipient's investment objectives, financial circumstances or particular needs and the opinions and recommendations in this announcement are not intended to represent recommendations of particular investments to particular persons. Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments.

To the fullest extent permitted by law, TNG Limited, its officers, employees, agents and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of any information, statements, opinions, estimates, forecasts or other representations contained in this report. No responsibility for any errors or omissions from this arising out of negligence or otherwise is accepted.

This report may include forward looking statements. Forward looking statements are only predictions and are subject to risks, uncertainties and assumptions which are outside the control of TNG Limited. Actual values, results or events may be materially different to those expressed or implied.

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