TOUBANI RESOURCES LIMITED — Proxy Solicitation & Information Statement 2023

Sep 21, 2023

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TOUBANI RESOURCES INC.

ARBN 661 082 435

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at 45 Ventnor Avenue, West Perth, Western Australia 6005 on 24 October 2023 at 3:00pm (AWST).

The Company encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person. Proxy Forms for the Meeting should be lodged before 3:00pm (AWST) on 22 October 2023. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the enclosed CDI voting instruction form in accordance with the instructions in this Notice. Completed CDI Voting Instruction Forms must be provided to the Australian Share Registry no later than 3:00pm (AWST) on 20 October 2023. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to the Australian Share Registry by no later than 3:00pm (AWST) on 22 October 2023. If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Australian Share Registry by telephone on +2 9698 5414.

TOUBANI RESOURCES INC. ARBN 661 082 435

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Toubani Resources Inc. ARBN 661 082 435 ( Company ) will be held at 45 Ventnor Avenue, West Perth, Western Australia 6005 on 24 October 2023 at 3:00pm (AWST) ( Meeting ). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. We recommend Shareholders read the Explanatory Memorandum in relation to the proposed Resolutions.

The board of directors ( Board ) has fixed 19 September 2023, as the record date ( Record Date ) for determining the persons who are entitled to receive notice of and vote at the Meeting. Only persons whose names have been entered in the registers of the Company as at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting. The Company advises that a poll will be conducted for the Resolutions.

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

1. Resolution 1 – Ratification of Tranche 1 Placement Shares issued under Listing Rule 7.1

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue by the Company of 15,329,849 Shares in the form of CDIs (at an issue price of $0.12 per Share) pursuant to the Tranche 1 Placement, as detailed in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue of Shares pursuant to the Tranche 1 Placement or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or

• (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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 this Resolution; and

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

2. Resolution 2 – Issue of Shares to institutional and sophisticated investors under the Tranche 2 Placement

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to 13,420,151 Shares in the form of CDIs (at an issue price of $0.12 per Share) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or

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• (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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 this Resolution; and

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

3. Resolution 3 – Issue of Shares to Mr Phil Russo (and/or his nominee(s)) under the Tranche 2 Placement

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve the issue of up to 208,333 Shares in the form of CDIs (at an issue price of $0.12 per Share) to Mr Phil Russo (and/or his nominee(s)) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Phil Russo (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Phil Russo or of any of the other abovementioned persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or

• (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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 this Resolution; and

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

4. Resolution 4 – Issue of Shares to Mr Danny Callow (and/or his nominee(s)) under the Tranche 2 Placement

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve the issue of up to 208,333 Shares in the form of CDIs (at an issue price of $0.12 per Share) to Mr Danny Callow (and/or his nominee(s)) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Danny Callow (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Danny Callow or of any of the other abovementioned persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or

• (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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 this Resolution; and

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

5. Resolution 5 – Issue of Shares to Mr Mark Strizek (and/or his nominee(s)) under the Tranche 2 Placement

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve the issue of up to 2,083,334 Shares in the form of CDIs (at an issue price of $0.12 per Share) to Mr Mark Strizek (and/or his nominee(s)) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Mark Strizek (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Mark Strizek or of any of the other abovementioned persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or

• (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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 this Resolution; and

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

6. Resolution 6 – Issue of Shares to Mr Scott Perry (and/or his nominee(s)) under the Tranche 2 Placement

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve the issue of up to 416,667 Shares in the form of CDIs (at an issue price of $0.12 per Share) to Mr Scott Perry (and/or his nominee(s)) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Scott Perry (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Scott Perry or of any of the other abovementioned persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or

• (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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 this Resolution; and

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

Dated: 21 September 2023 By order of the Board

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Kevin Hart Joint Company Secretary

TOUBANI RESOURCES LIMITED ACN 661 082 435

EXPLANATORY MEMORANDUM

1.	Introduction
	This Explanatory Memorandum has been prepared for the information of Shareholders in connection
	with the business to be conducted at the Meeting.
	This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The
	purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether
	or not to pass the Resolutions.
	This Explanatory Memorandum does not take into account the individual investment objectives, financial
	situation and needs of individual Shareholders or any other person. Accordingly, it should not be relied
	on solely in determining how to vote on the Resolutions and Shareholders should seek their own financial
	or legal advice.
	Certain statements in this Explanatory Memorandum relate to the future. These statements reflect views
	only as of the date of this Explanatory Memorandum. While the Company believes that the expectations
	reflected in the forward-looking statements are reasonable, neither the Company nor any other person
	gives any representation, assurance or guarantee that the occurrence of an event expressed or implied
	in any forward-looking statements in this Explanatory Memorandum will actually occur.
	This Explanatory Memorandum includes the following information to assist Shareholders in deciding
	how to vote on the Resolutions:
	Section 2 Action to be taken by Shareholders / CDI holders
	Section 3 Background
	Section 4 Resolution 1 – Ratification of Tranche 1 Placement Shares issued
	under Listing Rule 7.1
	Section 5 Resolution 2 – Issue of Shares to institutional and sophisticated
	investors under the Tranche 2 Placement
	Section 6 Resolutions 3, 4, 5 and 6 – Issue of Shares to certain Directors
	(and/or their respective nominee(s)) under the Tranche 2
	Placement
	Schedule 1 Definitions
	A Proxy Form is enclosed with the Notice.
2.	Action to be taken by Shareholders / CDI holders

Shareholders should read the Notice, including this Explanatory Memorandum, carefully before deciding how to vote on the Resolutions. 2.1 Proxy Forms

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by the Company’s investor relations group by telephone, and by officers and directors of the Company (but not for additional compensation). The costs of solicitation will be borne by the Company. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ( NI 54-101 ), arrangements have been made with brokerage houses and other intermediaries to forward solicitation materials to the beneficial owners of common shares of the Company held of record by such persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in doing so.

The persons named in the enclosed instrument of proxy are officers and directors of the Company who have been selected by the directors of the Company and have indicated their willingness to represent as proxies the Shareholders who appoint them.

A SHAREHOLDER HAS THE RIGHT TO DESIGNATE OR APPOINT A PERSON OR CORPORATION (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED INSTRUMENT OF PROXY.

Such right may be exercised by striking out the names of the persons designated in the instrument of proxy and by inserting in the blank space provided for that purpose the name of the desired person or corporation or by completing another proper instrument of proxy and, in either case, depositing the completed and executed proxy with the registrar and transfer agent of the Company, TSX Trust Company at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment(s) or postponement(s) thereof.

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A Shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Shares represented by the proxy submitted by a Shareholder will be voted in accordance with the directions, if any, given in the proxy.

A Shareholder who has given a proxy may revoke it at any time in so far as it has not been exercised. A proxy may be revoked, as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by instrument in writing executed by the Shareholder or by his attorney authorized in writing or, if the Shareholder is a body corporate, by a duly authorized officer, attorney or representative thereof and deposited with the registrar and transfer agent of the Company, TSX Trust Company at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment(s) or postponement(s) thereof, at the registered office of the Company at any time prior to 5:00pm. (Toronto time) on the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof or with the Chairperson on the day of the Meeting or any adjournment(s) or postponement(s) thereof, and upon any of such deposits the proxy is revoked. A proxy may also be revoked in any other manner permitted by law. The Company’s registered office is located at 100 King Street West, Suite 1600, Toronto, Ontario, Canada M5X 1G5.

2.2 Special Voting Instructions for CDI Holders

A CDI traded on ASX and represents an uncertificated unit of beneficial ownership in the common shares of the Company. CDI holders may attend the Meeting; however, they are unable to vote in person at the Meeting. Each CDI holder will be entitled to one vote for every CDI that they hold. Each CDI represents one Share. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the enclosed CDI voting instruction form (the CDI Voting Instruction Form ) in accordance with the instructions below.

CDI Voting Instruction Forms may be lodged in one of the following ways:

Online	Lodge the CDI Voting Instruction Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Australian Share Registry's website using the holding details as shown on the CDI Voting Instruction Form. Click on ‘Meetings’ – ‘Vote’. To use the online lodgement facility, CDI Holders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the CDI Voting Instruction Form.
By email	meetings@automicgroup.com.au
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

Completed CDI Voting Instruction Forms must be provided to the Australian Share Registry no later than 3:00pm (AWST) on 20 October 2023or four full days before any adjourned or postponed Meeting, in accordance with the instructions on that form. The CDI voting deadline is two business days prior to the date that Proxy Forms are due so that CDN may vote the Shares underlying the applicable CDIs. A CDI holder may revoke a CDI Voting Instruction Form by giving written notice to CDN, or by submitting a new CDI Voting Instruction Form bearing a later date, well in advance of the Meeting.

3. Background

3.1 Placement

On 30 August 2023, the Company announced that it had received firm commitments for a placement of new Shares to be issued in the form of CDIs to raise approximately $3.8 million (before costs) at $0.12 per Share/CDI to be issued by the Company ( Placement ). The Placement is divided into two tranches as follows:

• (a) the first tranche of the Placement comprises 15,329,849 Shares to be issued in the form of CDIs to institutional and sophisticated investors, which were issued on 6 September 2023 (utilising the Company's placement capacity pursuant to Listing Rule 7.1) ( Tranche 1 Placement ); and

• (b) the second tranche of the Placement comprises up to a further 16,336,818 Shares to be issued in the form of CDIs to other institutional and sophisticated investors and certain Directors (and/or their respective nominee(s)), subject to Shareholder approval (which is being sought pursuant to the Notice) ( Tranche 2 Placement ).

The investors who have participated, or will be participating in, the Placement include various institutional and sophisticated investors identified by the joint lead managers for the Placement, Canaccord Genuity (Australia) Limited (ACN 075 071 466) and Bell Potter Securities Limited (ACN 006 390 772).

Under the Tranche 2 Placement, certain Directors of the Company propose to subscribe for, in aggregate, up to 2,916,667 Shares in the form of CDIs ( Director Shares ). Resolutions 3 to 6 (inclusive)

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seek Shareholder approval for certain Directors (and/or their respective nominee(s)) to participate in the Tranche 2 Placement.

In addition, Treasury Services Group Pty Ltd ATF Nero Resource Fund, an existing substantial holder in the Company, invested $333,963.48, comprising 2,783,029 Shares in the form of CDIs, under the Tranche 1 Placement and propose to invest $266,036.64, comprising 2,216,972 Shares in the form of CDIs, under the Tranche 2 Placement.

Refer to the Company's ASX announcements on, and after, 30 August 2023 for further details of the Placement. Resolutions 1 to 6 (inclusive) seek the Shareholders' ratification or approval (as applicable) of the issue or proposed issue of Shares pursuant to the Placement. Each of those Resolutions concerns a different component of the Placement. 3.2 Indicative Use of Funds Proceeds from the Placement are indicatively intended to be applied to: (a) completing an optimized Definitive Feasibility Study for the Kobada Gold Project, a large-scale oxide gold development project; (b) inferred resource conversion RC drilling at Kobada Main deposit; (c) select regional explorational drilling at high priority targets; and (d) general working capital and transaction costs. The Board reserves the right to reallocate funds for alternative purposes, as may be deemed necessary by the Board. 3.3 Resolutions are not inter-conditional None of the Resolutions are conditional upon any other Resolution being passed. To the extent any of the Resolutions is not passed, subject to compliance with applicable laws and the Listing Rules, the Board reserves its discretion to issue the Shares the subject of such Resolution, including pursuant to the Company's placement capacities available at the time under Listing Rule 7.1 and/or 7.1A. The Board also reserves its discretion to utilise those placement capacities for other purposes, as permitted by the Listing Rules. 4. Resolution 1 – Ratification of Tranche 1 Placement Shares issued under Listing Rule 7.1 4.1 Background As detailed in Section 3.1, the Company has issued 15,329,849 Shares in the form of CDIs at an issue price of $0.12 per Share under the Tranche 1 Placement ( Tranche 1 Placement Shares ). Refer to Section 3.1 for further details of the Placement. All 15,329,849 Tranche 1 Placement Shares were issued on 6 September 2023 without Shareholder approval pursuant to the Company's placement capacity under Listing Rule 7.1. Resolution 1 seeks Shareholder ratification and approval pursuant to Listing Rule 7.4 (and for all other purposes) of the issue of the 15,329,849 Tranche 1 Placement Shares (pursuant to the Company's capacity under Listing Rule 7.1). Resolution 1 is an ordinary resolution. The Chairperson intends to exercise all available undirected proxies in favour of Resolution 1. 4.2 Listing Rule 7.4 Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period ( 15% Placement Capacity ). The issue of the Tranche 1 Placement Shares does not fall within any of these exceptions, and, as it has not yet been approved by Shareholders, it effectively uses up all of the Company's 15% Placement Capacity in Listing Rule 7.1, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 1 seeks Shareholder ratification and approval for the Tranche 1 Placement Shares under and for the purposes of Listing Rule 7.4 (and for all other purposes).

If Resolution 1 is passed, the issue of the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the

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Tranche 1 Placement Shares.

If Resolution 1 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the Tranche 1 Placement Shares.

4.3 Specific information required by Listing Rule 7.5

The following information in relation to Resolution 1 is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) 15,329,849 Shares in the form of CDIs were issued to institutional and sophisticated investors as detailed in Section 3.1 under the Tranche 1 Placement. None of the recipients were related parties of the Company or any of their associates. Refer to Section 3.1 for further details.

• (b) The Tranche 1 Placement Shares comprised of the issue of 15,329,849 Shares in the form of CDIs pursuant to the Company's placement capacity under Listing Rule 7.1, ratification of which is sought pursuant to Resolution 1.

• (c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company, in the form of CDIs, and rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Tranche 1 Placement Shares were issued in consideration for an issue price of $0.12 per Share, raising a total of $1,839,582 (before costs).

• (e) The Tranche 1 Placement Shares were issued on 6 September 2023.

• (f) Funds raised from the issue of the Tranche 1 Placement Shares will be used as detailed in Section 3.2.

• (g) The Tranche 1 Placement Shares were issued pursuant to placement letters pursuant to which subscribers under the Tranche 1 Placement agreed to be issued Tranche 1 Placement Shares at an issue price of $0.12 per Tranche 1 Placement Share.

• (h) A voting exclusion statement is included in the Notice for Resolution 1.

4.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 1.

5. Resolution 2 – Issue of Shares to institutional and sophisticated investors under the Tranche 2 Placement

5.1 Background

Resolution 2 seeks Shareholder approval pursuant to and in accordance with Listing Rule 7.1 (and for all other purposes) to issue up to 13,420,151 Shares in the form of CDIs pursuant to the Tranche 2 Placement, to institutional and sophisticated investors who are not the subject of any of the other Resolutions concerning the Tranche 2 Placement. Those Shares will be offered at the same issue price as the Tranche 1 Placement Shares (being $0.12 per Share), to raise up to $1,610,418 (before costs). Refer to Section 3.1 for further details of the Placement.

Resolution 2 is an ordinary resolution.

The Chairperson intends to exercise all available undirected proxies in favour of Resolution 2.

5.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2.

The issue of the Shares pursuant to Resolution 2 does not fall within any of the exceptions to Listing Rule 7.1 (and it exceeds the 15% Placement Capacity) and is conditional upon Shareholder approval (which is being sought pursuant to Resolution 2).

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Shares pursuant to Resolution 2 without using any of the Company's 15% Placement Capacity. In addition, the issue of those Shares will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the issue of the Shares pursuant to Resolution 2 will only proceed to the extent that the Company has the available placement capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1. If the Company does not have the available placement capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1, the issue of the Shares pursuant to Resolution 2 will not be able to proceed.

5.3 Specific information required by Listing Rule 7.3

• The following information in relation to Resolution 2 is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The Shares in the form of CDIs pursuant to Resolution 2 will be issued to sophisticated and professional investors as detailed in Section 3.1 under the Tranche 2 Placement. None of the recipients will be related parties of the Company or any of their associates. Refer to Section 3.1 for further details.

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• (b) The maximum number of Shares in the form of CDIs that the Company may issue to investors under Resolution 2 is 13,420,151 Shares as part of the Tranche 2 Placement.

• (c) The Shares to be issued pursuant to Resolution 2 will be fully paid ordinary shares in the capital of the Company, in the form of CDIs, and will rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Shares will have an issue price of $0.12 per Share, raising a total of $1,610,418.

• (e) The Shares pursuant to Resolution 2 will be issued no later than three months following the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (f) Funds raised from the issue of the Shares pursuant to Resolution 2 will be used as detailed in Section 3.2.

• (g) The Shares pursuant to Resolution 2 are to be issued pursuant to placement letters pursuant to which subscribers under the Tranche 2 Placement agreed to be issued Shares at an issue price of $0.12 per Share, subject to shareholder approval.

• (h) A voting exclusion statement is included in the Notice for Resolution 2.

5.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 2.

6. Resolutions 3, 4, 5 and 6 – Issue of Shares to certain Directors (and/or their respective nominee(s)) under the Tranche 2 Placement

• 6.1 General

Resolutions 3, 4, 5 and 6 seek Shareholder approval pursuant to and in accordance with Listing Rule 10.11 (and for all other purposes) to issue (in aggregate) up to 2,916,667 Director Shares to certain Directors, being Messrs Phil Russo, Danny Callow, Mark Strizek and Scott Perry, (and/or their respective nominee(s)) under the Tranche 2 Placement. The Director Shares will be offered at the same issue price as the Shares under the Placement (being $0.12 per Share), to raise up to approximately $350,000 (before costs).

The Company is proposing to issue up to:

• (a) 208,333 Director Shares to Mr Phil Russo (and/or his nominee(s)) pursuant to Resolution 3;

• (b) 208,333 Director Shares to Mr Danny Callow (and/or his nominee(s)) pursuant to Resolution 4;

• (c) 2,083,334 Director Shares to Mr Mark Strizek (and/or his nominee(s)) pursuant to Resolution 5; and

• (d) 416,667 Director Shares to Mr Scott Perry (and/or his nominee(s)) pursuant to Resolution 6.

In accordance with Listing Rule 10.11, Shareholder approval is required for the issue of Shares to a related party. Messrs Russo, Callow, Strizek and Perry are each Directors and therefore are related parties of the Company.

The issues of the Director Shares do not fall within any of the exceptions to Listing Rule 10.11 (and they exceed the 15% Placement Capacity) and those issues are conditional upon Shareholder approval (which is being sought pursuant to Resolutions 3, 4, 5 and 6).

Resolutions 3, 4, 5 and 6 are ordinary resolutions.

The Chairperson intends to exercise all available undirected proxies in favour of Resolutions 3, 4, 5 and 6.

6.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

• (a) a related party;

• (b) a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the company;

• (c) a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in (a) to (c); or

• (e) a person whose relationship with the company or a person referred to in (a) to (d) is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

• unless it obtains shareholder approval.

The issue of Director Shares to Messrs Phil Russo, Danny Callow, Mark Strizek and Scott Perry (and/or their respective nominee(s)) falls within Listing Rule 10.11.1, as Messrs Russo, Callow, Strizek and Perry are related parties to the Company, and does not fall within any of the exceptions in Listing Rule

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10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11. Resolution 3 seeks the required Shareholder approval to issue up to 208,333 Director Shares to Mr Russo (and/or his nominee(s)) under and for the purposes of Listing Rule 10.11 (and for all other purposes).

Resolution 4 seeks the required Shareholder approval to issue up to 208,333 Director Shares to Mr Callow (and/or his nominee(s)) under and for the purposes of Listing Rule 10.11 (and for all other purposes).

Resolution 5 seeks the required Shareholder approval to issue up to 2,083,334 Director Shares to Mr Strizek (and/or his nominee(s)) under and for the purposes of Listing Rule 10.11 (and for all other purposes).

Resolution 6 seeks the required Shareholder approval to issue up to 416,667 Director Shares to Mr Perry (and/or his nominee(s)) under and for the purposes of Listing Rule 10.11 (and for all other purposes).

To the extent Resolution 3, 4, 5 or 6 is passed, the Company will be able to proceed with the issue of the relevant Director Shares to the relevant Director (and/or his nominee(s)) without using any of the Company's 15% Placement Capacity. In addition, the issue of the relevant Director Shares will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

To the extent Resolution 3, 4, 5 or 6 is not passed, the Company will not be able to proceed with the issue of the relevant Director Shares to the relevant Director (and/or his nominee(s)), and the Company will not be able to raise funds from issuing Director Shares to that Director and may seek to raise them from alternate investors.

6.3 Specific information required by Listing Rule 10.13

The following information in relation to Resolutions 3, 4, 5 and 6 is provided to Shareholders for the purposes of obtaining Shareholder approval:

• (a) The Director Shares under the Tranche 2 Placement will be issued to:

• (i) Mr Phil Russo (and/or his nominee(s));

• (ii) Mr Danny Callow (and/or his nominee(s));

• (iii) Mr Mark Strizek (and/or his nominee(s)); and

• (iv) Mr Scott Perry (and/or his nominee(s)).

• (b) Messrs Russo, Callow, Strizek and Perry fall within Listing Rule 10.11.1 as they are Directors and therefore related parties of the Company.

• (c) The maximum number of Director Shares to be issued to:

• (i) Mr Russo (and/or his nominee(s)) is 208,333 Director Shares pursuant to Resolution 3;

• (ii) Mr Callow (and/or his nominee(s)) is 208,333 Director Shares pursuant to Resolution 4;

• (iii) Mr Strizek (and/or his nominee(s)) is 2,083,334 Director Shares pursuant to Resolution 5; and

• (iv) Mr Perry (and/or his nominee(s)) is 416,667 Director Shares pursuant to Resolution 6.

• (d) The Director Shares will be fully paid ordinary shares in the capital of the Company, in the form of CDIs, and will rank equally in all respects with the Company’s existing Shares on issue.

• (e) The Director Shares will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (f) The Director Shares will have an issue price of $0.12 per Share, raising a total of up to approximately $350,000.

• (g) Funds raised from the issue of the Director Shares to Messrs Russo, Callow, Strizek and Perry (and/or their respective nominee(s)) will be used as detailed in Section 3.2.

• (h) The Director Shares are to be issued pursuant to placement letters pursuant to which certain Directors agreed to be issued Director Shares at an issue price of $0.12 per Share, subject to shareholder approval.

• (i) A voting exclusion statement is included in the Notice for Resolutions 3, 4, 5 and 6.

• (j) Other than the information above and otherwise detailed in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 3, 4, 5 and 6.

6.4 Board Recommendation

The Board (excluding Mr Phil Russo, due to his personal interest in Resolution 3) recommends that Shareholders vote in favour of Resolution 3.

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The Board (excluding Mr Danny Callow, due to his personal interest in Resolution 4) recommends that Shareholders vote in favour of Resolution 4.

The Board (excluding Mr Mark Strizek, due to his personal interest in Resolution 5) recommends that Shareholders vote in favour of Resolution 5.

The Board (excluding Mr Scott Perry, due to his personal interest in Resolution 6) recommends that Shareholders vote in favour of Resolution 6.

Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

15% Placement Capacity has the meaning given in Section 4.2.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

ASX Settlement Rules means the ASX Settlement and Operating Rules of ASX Settlement Pty Ltd (ABN 49 008 504 532).

Australian Share Registry means Automic Pty Ltd (ACN 152 260 814).

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors.

CDI means CHESS Depository Interests issued by CDN, where each CDI represents a beneficial interest in one Share.

CDI Voting Instruction Form has the meaning given in Section 2.2.

CDN means CHESS Depository Nominees Pty Ltd (ABN 75 071 346 506) (AFSL 254514), in its capacity as depositary of the CDIs under the ASX Settlement Rules.

Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Company means Toubani Resources Limited (ACN 661 082 435).

Director means a director of the Company.

Director Shares has the meaning given in Section 3.1.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

NI 54-101 means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer .

Notice means the notice of general meeting and includes the Explanatory Memorandum and Proxy Form. Placement has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of one or more Shares.

Tranche 1 Placement has the meaning given in Section 3.1. Tranche 1 Placement Shares has the meaning given in Section 4.1. Tranche 2 Placement has the meaning given in Section 3.1.

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