TOUBANI RESOURCES LIMITED — Proxy Solicitation & Information Statement 2024

Sep 2, 2024

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TOUBANI RESOURCES LIMITED

ACN 661 082 435

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at 1202 Hay Street, West Perth WA 6005 on Thursday 3 October 2024 at 2:00pm (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 2:00pm (AWST) on 1 October 2024.

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 Company by email at info@toubaniresources.com.

TOUBANI RESOURCES LIMITED ACN 661 082 435

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Toubani Resources Limited (ACN 661 082 435) ( Company ) will be held at 1202 Hay Street, West Perth WA 6005 on Thursday, 3 October 2024 at 2:00pm (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 Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 1 October 2024 at 5:00pm (AWST).

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 25,325,464 Shares issued under Listing Rule 7.1 (at an issue price of $0.17 per Share) pursuant to the Tranche 1 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 participated in the issue of Shares pursuant to the Tranche 1 Placement or an associate of that person or of 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 this Resolution, in accordance with a direction given to the Chairperson to vote on this 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

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(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 – Ratification of Tranche 1 Placement Shares issued under Listing Rule 7.1A

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 16,883,642 Shares issued under Listing Rule 7.1A (at an issue price of $0.17 per Share) pursuant to the Tranche 1 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 participated in the issue of Shares pursuant to the Tranche 1 Placement or an associate of that person or of 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 this Resolution, in accordance with a direction given to the Chairperson to vote on this 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 Tranche 2 Placement Shares

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 15,614,424 Shares (at an issue price of $0.17 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

• (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

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• (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 Scott Perry 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 588,235 Shares (at an issue price of $0.17 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 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 this Resolution, in accordance with a direction given to the Chairperson to vote on this 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 Matt Wilcox 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 294,118 Shares (at an issue price of $0.17 per Share) to Mr Matt Wilcox (and/or his nominee(s)) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Matt Wilcox (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 Wilcox 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 this Resolution, in accordance with a direction given to the Chairperson to vote on this 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 Phil Russo 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 117,647 Shares (at an issue price of $0.17 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 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 this Resolution, in accordance with a direction given to the Chairperson to vote on this 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

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

Dated: 3 September 2024 BY ORDER OF THE BOARD

Aaron Gates Joint Company Secretary

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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 to be held at 1202 Hay Street, West Perth WA 6005 on Thursday 3 October 2024 at 2:00pm (AWST).

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 includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Resolutions 1 and 2 – Ratification of Tranche 1 Placement Shares
Section 4	Resolution 3 – Issue of Tranche 2 Placement Shares
Section 5	Resolutions 4, 5 and 6 – Issue of Shares to certain Directors under the Tranche 2 Placement
Schedule 1	Definitions

A Proxy Form is enclosed with the Notice.

2. Action to be taken by Shareholders

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

The Company advises that a poll will be conducted for the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b)

• a proxy need not be a member of the Company; and

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• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 2:00pm (AWST) on 1 October 2024, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Attendance at the Meeting

If it becomes necessary or appropriate to make alternative arrangements to those detailed in the Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at https://toubaniresources.com/.

3. Resolutions 1 and 2 – Ratification of Tranche 1 Placement Shares

3.1 Background

On 21 August 2024, the Company announced that it had received firm commitments for a placement of new Shares at an issue price of $0.17 per Share to raise approximately $10 million (before costs) ( Placement ). The Placement comprises:

• (a) 42,209,106 Shares were issued to institutional, sophisticated and professional investors using the Company's existing placement capacity pursuant to Listing Rules 7.1 and 7.1A, to raise approximately $7.2 million (before costs) (which ratification is being sought pursuant to Resolutions 1 and 2) ( Tranche 1 Placement ); and

• (b) a further 16,614,424 Shares proposed to be issued to institutional, professional and sophisticated investors and certain Directors (and/or their respective nominee(s)), subject to Shareholder approval (which is being sought pursuant to Resolutions 3 to 6) ( Tranche 2 Placement ).

The Shares under the Tranche 1 Placement were issued on Wednesday, 28 August 2024.

The investors who have participated in the Tranche 1 Placement comprise institutional, sophisticated and professional investors identified by the joint lead managers for the Placement, Canaccord Genuity (Australia) Limited and Wallabi Group ( Joint Lead Managers ).

Under the Tranche 2 Placement, certain Directors of the Company propose to subscribe for, in aggregate, up to 1,000,000 Shares ( Director Shares ). Resolutions 4, to 6 (inclusive) seek Shareholder approval for certain Directors (and/or their respective nominee(s)) to participate in the Tranche 2 Placement.

Funds raised from the Placement (in conjunction with the Company's existing cash will be allocated towards:

• (a) completing the definitive feasibility study at the Kobada Gold Project;

• (b) post definitive feasibility study activities, including finalising outstanding in-country agreements, update permitting, advance environmental and social activities towards the Kobada Gold Project achieving shovel-ready status;

• (c) pursue resource growth:

• (i) RC drilling of high-priority satellite targets to define additional oxide material;

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• (ii) DD drilling to test depth potential below the Kobada deposit given average drill tested depth to date is only ~110m;

• (d) post definitive feasibility study optimisation studies; and

• (e) corporate costs, general working capital and the costs of the Placement.

The Board reserves the right to reallocate funds for alternate purposes as may be deemed necessary by the Board.

Refer to the Company's ASX announcement on 21 August 2024 for further details in relation to the Placement.

3.2 General

As detailed in Section 3.1, the Company issued 42,209,106 Shares at an issue price of $0.17 per Share under the Tranche 1 Placement ( Tranche 1 Placement Shares ). Refer to Section 3.1 for further details of the Placement.

Resolution 1 seeks Shareholder ratification and approval pursuant to and in accordance with Listing Rule 7.4 (and for all other purposes) for the issue of 25,325,464 Tranche 1 Placement Shares (using the Company's placement capacity under Listing Rule 7.1) under the Tranche 1 Placement.

Resolution 2 seeks Shareholder ratification and approval pursuant to and in accordance with Listing Rule 7.4 (and for all other purposes) for the issue of 16,883,642 Tranche 1 Placement Shares (using the Company's placement capacity under Listing Rule 7.1A) under the Tranche 1 Placement.

Resolutions 1 and 2 are ordinary resolutions.

The Chairperson intends to exercise all available undirected proxies in favour of Resolutions 1 and 2.

3.3 Listing Rules 7.1 and 7.1A

Listing Rule 7.1 provides that the Company is entitled to issue or agree to issue Equity Securities up to 15% of its issued share capital through placements during any 12-month period, subject to specific restrictions, without needing prior Shareholder approval ( 15% Placement Capacity ).

In addition to its 15% Placement Capacity, the Company obtained Shareholder approval pursuant to Listing Rule 7.1A at its 2024 annual general and special meeting of Shareholders in May 2024 ( 2024 AGM ) to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Company’s 2024 AGM, without needing prior Shareholder approval ( 10% Placement Capacity ).

Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1 or Listing Rule 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 or Listing Rule 7.1A) those Equity Securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1 or Listing Rule 7.1A.

If Resolution 1 or 2 is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company's 15% Placement Capacity in Listing Rule 7.1 (for Resolution 1) and the 10% Placement Capacity in Listing Rule 7.1A (for Resolution 2), respectively, effectively increasing 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.

If Resolution 1 or 2 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company's 15% Placement Capacity in Listing Rule 7.1 (for Resolution 1) and

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the 10% Placement Capacity in Listing Rule 7.1A (for Resolution 2), respectively, 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.

3.4 Specific information required by Listing Rule 7.5

The following information in relation to Resolutions 1 and 2 is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) The Tranche 1 Placement Shares were issued to institutional, sophisticated and professional investors who participated in the Tranche 1 Placement, identified by the Joint Lead Managers. No Tranche 1 Placement Shares were issued to any related party, Key Management Personnel, a substantial Shareholder or an adviser of the Company or an associate of any of those persons

• (b) The Tranche 1 Placement Shares comprise:

• (i) the issue of 25,325,464 Shares pursuant to Listing Rule 7.1, ratification of which is sought pursuant to Resolution 1; and

• (ii) the issue of 16,883,642 Shares pursuant to Listing Rule 7.1A, ratification of which is sought pursuant to Resolution 2.

• (c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company 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 $0.17 per Share, raising a total of $7,175,548.02 (before costs).

• (e)

• The Tranche 1 Placement Shares were issued on Wednesday, 28 August 2024.

• (f) Funds raised from the issue of the Tranche 1 Placement Shares are intended to be used as detailed in Section 3.1.

• (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 $0.17 per Share.

• (h) A voting exclusion statement is included in the Notice for Resolutions 1 and 2.

3.5 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolutions 1 and 2.

4. Resolution 3 – Issue of Tranche 2 Placement Shares

4.1 Background

Resolution 3 seeks Shareholder approval pursuant to and in accordance with Listing Rule 7.1 (and for all other purposes) to issue up to 15,614,424 Shares pursuant to the Tranche 2 Placement, to institutional, sophisticated and professional 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 $0.17 per Share), to raise up to $2,654,452.08 (before costs).

Refer to Section 3.1 for further details of the Placement.

Resolution 3 is an ordinary resolution.

The Chairperson intends to exercise all available undirected proxies in favour of Resolution 3.

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4.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.3.

The issue of the Shares pursuant to Resolution 3 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 3).

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Shares pursuant to Resolution 3 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 3 is not passed, the issue of the Shares pursuant to Resolution 3 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 3 will not be able to proceed.

4.3 Specific information required by Listing Rule 7.3

The following information in relation to Resolution 3 is provided to Shareholders for the purposes of Listing Rule 7.3:

• (a) The Shares in pursuant to Resolution 3 will be issued to institutional, 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.

• (b) The maximum number of Shares that the Company may issue to investors under Resolution 3 is 15,614,424 Shares as part of the Tranche 2 Placement.

• (c) The Shares to be issued pursuant to Resolution 3 will be fully paid ordinary shares in the capital of the Company, and will rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Shares will have an issue price of $0.17 per Share, raising a total of $2,654,452.08

• (e) The Shares pursuant to Resolution 3 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 3 will be used as detailed in Section 3.1.

• (g) The Shares pursuant to Resolution 3 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 $0.17 per Share, subject to shareholder approval.

• (h) A voting exclusion statement is included in the Notice for Resolution 3.

4.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 3.

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5. Resolutions 4, 5 and 6 – Issue of Shares to certain Directors under the Tranche 2 Placement

5.1 General

Resolutions 4, 5 and 6 seeks Shareholder approval pursuant to and in accordance with Listing Rule 10.11 (and for all other purposes) to issue (in aggregate) up to 1,000,000 Director Shares to certain Directors, being Messrs Scott Perry, Matt Wilcox and Phil Russo under the Tranche 2 Placement. The Director Shares will be offered at the same issue price as the Shares under the Placement (being $0.17 per Share), to raise approximately $170,000 (before costs).

The Company is proposing to issue up to:

• (a) 588,235 Director Shares to Mr Scott Perry (and/or his nominee(s)) pursuant to Resolution 4;

• (b) 294,118 Director Shares to Mr Matt Wilcox (and/or his nominee(s)) pursuant to Resolution 5; and

• (c) 117,647 Director Shares to Mr Phil Russo (and/or his nominee(s)) pursuant to Resolution 6.

Refer to Section 3.1 for further details of the Placement.

In accordance with Listing Rule 10.11, Shareholder approval is required for the issue of Shares to a related party. Messrs Perry, Wilcox and Russo 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 is therefore conditional upon Shareholder approval (which is being sought pursuant to Resolutions 4, 5 and 6).

Resolutions 4, 5 and 6 are ordinary resolutions.

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

5.2 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.

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The issue of Director Shares to Messrs Scott Perry, Matt Wilcox and Phil Russo (and/or his nominee(s)) falls within paragraph (a) above (being Listing Rule 10.11.1), as Messrs Perry, Wilcox and Russo are a related parties of the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 4 seeks the required Shareholder approval to issue up to 588,235 Director Shares to Mr Scott Perry (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 294,118 Director Shares to Mr Matt Wilcox (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 117,647 Director Shares to Mr Phil Russo (and/or his nominee(s)) under and for the purposes of Listing Rule 10.11 (and for all other purposes).

If Resolutions 4, 5 and 6 are 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)) and pursuant to Listing Rule 7.1 (exception 14), the issue of the 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.

If Resolutions 4, 5 and 6 are not passed, the Company will not be able to proceed with the issue of the 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 sources.

5.3 Specific information required by Listing Rule 10.13

The following information in relation to Resolutions 4, 5 and 6 is provided to Shareholders for the purposes of Listing Rule 10.13:

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

• (i) Mr Scott Perry (and/or his nominee(s)) pursuant to Resolution 4;

• (ii) Mr Matt Wilcox (and/or his nominee(s)) pursuant to Resolution 5; and

• (iii) Mr Phil Russo (and/or his nominee(s)) pursuant to Resolution 6.

• (b) Messrs Perry, Wilcox and Russo 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 Scott Perry (and/or his nominee(s)) is 588,235 Shares pursuant to Resolution 4;

• (ii) Mr Matt Wilcox (and/or his nominee(s)) is 294,118 Shares pursuant to Resolution 5; and

• (iii) Mr Phil Russo (and/or his nominee(s)) is 117,647 Shares pursuant to Resolution 6.

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

• (e) The Director Shares will have an issue price of $0.17 per Share, raising a total of $170,000 (before costs).

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• (f) The Director Shares will be issued no later than one month after the date of the Meeting.

• (g) Funds raised from the issue of the Director Shares are proposed to be used as detailed in Section 3.1.

• (h) The Director Shares were offered pursuant to a subscription letter pursuant to which certain Directors (and/or their nominee(s)) will, subject to Resolutions 4, 5 and 6 being passed, subscribe for Shares at an issue price of $0.17 per Share.

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

5.4 Board Recommendation

The Board (excluding Mr Scott Perry) recommends that Shareholders vote in favour of Resolution 4.

The Board (excluding Mr Matt Wilcox) recommends that Shareholders vote in favour of Resolution 5.

The Board (excluding Mr Phil Russo) recommends that Shareholders vote in favour of Resolution 6.

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Schedule 1

Definitions

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

$ means Australian Dollars.

10% Placement Capacity has the meaning given in Section 3.3.

15% Placement Capacity has the meaning given in Section 3.3.

2024 AGM has the meaning given in Section 3.3.

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

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

Board means the board of Directors.

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).

Constitution means the constitution of the Company, as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Shares has the meaning given in Section 3.1.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

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

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice. Joint Lead Managers has the meaning given in Section 3.1.

Key Management Personnel has the meaning given in the accounting standards issued by the Australian Accounting Standards Board. It includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company or, if the Company is part of a consolidated entity, the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Kobada Gold Project means the Company's Kobada gold project in Mali, including any extensions or additions to the project.

Listing Rules means the listing rules of ASX.

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

Notice means the notice of general meeting which comprises of the notice, agenda, 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 3.2.

Tranche 2 Placement has the meaning given in Section 3.1.

VWAP means the volume weighted average market price (as defined in the Listing Rules) of a Share.

P a g e | 14

for Securityholder registration.

Toubani Resources Limited | ABN 80 661 082 435

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

Your proxy voting instruction must be received by 02.00pm (AWST) on Tuesday, 01 October 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking 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.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Toubani Resources Limited, to be held at 02.00pm (AWST) on Thursday, 03 October 2024 at 1202 Hay Street, West Perth WA 6005 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Ratification of Tranche 1 Placement Shares issued under Listing Rule 7.1 2 Ratification of Tranche 1 Placement Shares issued under Listing Rule 7.1A 3 Issue of Tranche 2 Placement Shares 4 Issue of Shares to Mr Scott Perry under the Tranche 2 Placement 5 Issue of Shares to Mr Matt Wilcox under the Tranche 2 Placement 6 Issue of Shares to Mr Phil Russo under the Tranche 2 Placement

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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