VANADIUM RESOURCES LIMITED — AGM Information 2018

Oct 10, 2018

TANDO RESOURCES LIMITED

ACN 618 307 887

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9:30am (WST) DATE : Thursday, 15 November 2018 PLACE : Quest West Perth - 54 Kings Park Road, West Perth WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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 Shareholders at 9.30am (WST) on Tuesday, 13 November 2018.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2018.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PATRICK BURKE

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

“That, for the purpose of clause 14.2 of the Constitution, and for all other purposes, Mr Patrick Burke, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing

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Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the 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 (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, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 40,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 10 October 2018

By order of the Board

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Mauro Piccini Company Secretary

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

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

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6559 1792.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.tandoresources.com.au .

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2

Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

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Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PATRICK BURKE

3.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Patrick Burke, who has served as a director since 1 July 2017, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Patrick Burke has extensive legal and corporate advisory experience and over the last 10 years has acted as a Director for a large number of ASX, NASDAQ and AIM listed companies. His legal expertise is in corporate, commercial and securities law in particular capital raisings and mergers and acquisitions. His corporate advisory experience includes identification and assessment of acquisition targets, strategic advice, deal structuring and pricing, funding, due diligence and execution.

3.3 Independence

If elected the board considers Mr Burke will be an independent director.

3.4 Board recommendation

The Board supports the re-election of Mr Burke and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY

4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital ( 10% Placement Capacity ) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $28,070,127 (based on the number of Shares on issue and the closing price of Shares on the ASX on 27 September 2018).

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities.

As at the date of this Notice, the Company currently has two classes of quoted Equity Securities on issue, being the Shares (ASX Code: TNO) and Options (ASX:TNOO).

If Shareholders approve Resolution 3, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

4.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section 4.2(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

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(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 27 September 2018.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)
		Dilution
	Issue Price (per Share)	$0.0725 50% decrease in Issue Price	$0.145 Issue Price	$0.2175 50% increase in Issue Price
193,587,086 (Current Variable A)	Shares issued - 10% voting dilution	19,358,708 Shares	19,358,708 Shares	19,358,708 Shares
	Funds raised	$1,403,506.33	$2,807,012.66	$4,210,518.99
290,380,629 (50% increase in Variable A)	Shares issued - 10% voting dilution	29,038,062 Shares	29,038,062 Shares	29,038,062 Shares
	Funds raised	$2,105,259.50	$4,210,518.99	$6,315,778.49
387,174,172 (100% increase in Variable A)	Shares issued - 10% voting dilution	38,717,417 Shares	38,717,417 Shares	38,717,417 Shares
	Funds raised	$2,807,012.73	$5,614,025.47	$8,421,038.20

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 193,587,086 Shares on issue, as at 27 September 2018.

2. The issue price set out above is the closing price of the Shares on the ASX on 27 September 2018.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

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1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

2. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

3. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

4. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

5. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

6. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for continued exploration expenditure, the acquisition of new resources, assets or investments (including expenses associated with such an acquisition and due diligence) or general working capital; or

• (ii) as non-cash consideration for the acquisition of the new resources assets or investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;

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• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 30 November 2017 ( Previous Approval ).

The Company has issued 14,091,254 Shares pursuant to the Previous Approval (on a post Share Split basis).

During the 12 month period preceding the date of the Meeting, being on and from 15 November 2017, the Company also issued a further 38,625,750 Shares and 120,697,506 Options which represents approximately 98.45% of the total diluted number of Equity Securities on issue in the Company on 15 November 2017, which was 176,137,509.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 1.

(g)

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

4.3 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

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5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

5.1 General

On 26 September 2018, the Company issued 40,000 Shares to Brietta Caroline Ras in consideration for services provided with regards to the acquisition of Vanadium Resource (Pty) Ltd.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) 40,000 Shares were issued;

• (b) the Shares were issued for nil consideration, in satisfaction of services provided by Brietta Caroline Ras;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to Brietta Caroline Ras, who is not a related party of the Company; and

• (e) no funds were raised from the issue of Shares as the Shares were issued for nil consideration.

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GLOSSARY

10% Placement Capacity has the meaning given in Section 4.1.

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Tando Resources Limited (ACN 618 307 887).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

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Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means 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, of 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.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2018.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Share Split means the subdivision of capital at a ratio of 4.62, under taken by the Company on 30 May 2018.

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – ISSUES OF EQUITY SECURITIES SINCE 15 NOVEMBER 2017

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
Issue – 8 December 2017 Appendix 3B – 8 December 2017	56,017,505 Quoted Options3	Quoted Options3	Eligible Shareholders of the Company and the record date, as per the prospectus dated 13 November 2017	Options were issued at an issue price of $0.0022 each ($0.01 pre- Share Split) Issue price is at a 96.51% discount to the Share price as traded on the ASX on 8 December 2017, being $0.063.	Amount raised = $121,250 Amount spent = $121,250 Use of funds – Shares were issued for a nominal amount to reward seed and initial public offer investors for their loyalty. Amount remaining = Nil
Issue – 19 December 2017 Appendix 3B – 19 December 2017	23,100,000 Unquoted Options4	Unquoted Options4	Issued to Bill Oliver, Patrick Burke and Jeremy King in accordance with Shareholder approval at the meeting held on 30 November 2017.	No issue price – issued as non cash consideration.	Non Cash Consideration Consideration: issued as non cash consideration in accordance with Shareholder approval at the meeting held on 30 November 2017 Current value6= $951,796 – Black Scholes
Issue – 25 January 2018 Appendix 3B – 25 January 2018	2,541 Shares2	Shares2	Issued to Optionholders on the exercise of Quoted Options3	Quoted Options were exercised at $0.054, being a discount of 13.01% to the Share price as traded on the ASX on 25 January 2018, being $0.062.	Amount raised = $137.21 Amount spent = $137.21 Use of funds – Only a nominal amount was raised Amount remaining =Nil
Issue – 28 March 2018 Appendix 3B – 28 March 2018	23,100,000 Shares2	Shares2	Issued to sophisticated and professional investors as part of a $2 million placement to facilitate the acquisition of Vanadium Resource (Pty) Ltd.	Issue price of $0.0866 per Share, being a 46.75% discount to the Share price as traded on the ASX on 28 March 2018, being $0.16.	Amount raised = $2,000,000 Amount spent = $736,000 Use of funds – to facilitate the acquisition of Vanadium Resource (Pty) Ltd6. Amount remaining = $1,264,000
	86,625 Shares2	Shares2	Issued to Optionholders on the exercise of Quoted Options3	Quoted Options were exercised at $0.054, being a discount of 66.25% to the Share price as traded on the ASX on 13 April 2018, being $0.16.	Amount raised = $4,678 Amount spent = $4,678 Use of funds – General working capital and day to day operating expenses of the Company. Amount remaining = Nil
Issue – 13 April 2018 Appendix 3B - 13 April 2018	93,555 Shares2	Shares2	Issued to Optionholders on the exercise of Quoted Options3	Quoted Options were exercised at $0.054, being a discount of 71.17% to the Share price as traded on the ASX on 13 April 2018, being	Amount raised = $5,052 Amount spent = $5,052 Use of funds – General working capital and day to day operating expenses of the Company.

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				$0.181.	Amount remaining = Nil
Issue – 11 May 2018 Appendix 3B - 11 May 2018	1,699,005 Shares2	Shares2	Issued to Optionholders on the exercise of Quoted Options3	Quoted Options were exercised at $0.054, being a discount of 73% to the Share price as traded on the ASX on 11 May 2018, being $0.20.	Amount raised = $5,052 Amount spent = $5,052 Use of funds – General working capital and day to day operating expenses of the Company. Amount remaining = Nil
Issue – 15 June 2018 Appendix 3B - 15 June 2018	368,683 Shares2	Shares2	Issued to Optionholders on the exercise of Quoted Options3	Quoted Options were exercised at $0.054, being a discount of 71.48% to the Share price as traded on the ASX on 11 May 2018, being $0.19.	Amount raised = $19,909 Amount spent = $19,909 Use of funds – General working capital and day to day operating expenses of the Company. Amount remaining = Nil
Issue – 27 July 2018 Appendix 3B - 27 July 2018	101,364 Shares2	Shares2	Issued to Optionholders on the exercise of Quoted Options3	Quoted Options were exercised at $0.054, being a discount of 68.24% to the Share price as traded on the ASX on 11 May 2018, being $0.197	Amount raised = $5,474 Amount spent = $5,474 Use of funds – General working capital and day to day operating expenses of the Company. Amount remaining =Nil
Issue – 16 August 2018 Appendix 3B - 16 August 2018	711,864 Shares2	Shares2	Issued to Optionholders on the exercise of Quoted Options3	Quoted Options were exercised at $0.054, being a discount of 68.24% to the Share price as traded on the ASX on 11 May 2018, being $0.17.	Amount raised = $38,441 Amount spent = $38,441 Use of funds – General working capital and day to day operating expenses of the Company. Amount remaining = Nil
Issue – 7 September 2018 Appendix 3B - 7 September 2018	716,864 Shares2	Shares2	Issued to Optionholders on the exercise of Quoted Options3	Quoted Options were exercised at $0.054, being a discount of 58.46% to the Share price as traded on the ASX on 11 May 2018, being $0.13.	Amount raised = $38,711 Amount spent = Nil Use of funds – General working capital and day to day operating expenses of the Company6. Amount remaining = $ 37,7811
Issue – 26 September 2018 Appendix 3B - 26 September 2018	25,796,503 Shares2	Shares2	Issued as consideration to vendors of the Steelpoort acquisition, as per the notice for the meeting held on 20 August 2018.	No issue price – issued as non cash consideration.	Non Cash Consideration Consideration: issued as non cash consideration in accordance with Shareholder approval at the meeting held on 20 August 2018. Current value7= $3,740,493

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	40,000 Shares2	Shares2	Issued to Brietta Caroline Ras as consideration for services provided.	No issue price – issued as non cash consideration.	Non Cash Consideration Consideration: issued as non cash consideration to Brietta Caroline Ras as consideration for services provided. Current value7= $5,800
	32,340,001 Unquoted Options5	Unquoted Options5	Issued as consideration to vendors of the Steelpoort acquisition, as per the notice for the meeting held on 20 August 2018.	No issue price – issued as non cash consideration.	Non Cash Consideration Consideration: issued as non cash consideration in accordance with Shareholder approval at the meeting held on 20 August 2018. Current value7= $473,343 – Black Scholes
	9,240,000 Unquoted Options5	Unquoted Options5	Issued as consideration to Xcel Capital for services provided as lead manager.	Issue price of $0.00001 per Share, being a 99.99% discount to the Share price as traded on the ASX on 28 March 2018, being $0.145.	Amount raised = $92.4 Amount spent = Nil Use of funds – Only a nominal amount was raised. Amount remaining = $92.4 Current value7= $133,507 – Black Scholes

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: TNO (terms are set out in the Constitution).

3. Quoted Options, exercisable at $0.054 each (initially $0.25 prior to the Share Split), on or before 8 December 2019, ASX Code: TNOO.

4. Unquoted Options, exercisable at $0.054 each (initially $0.25 prior to the Share Split), on or before 19 December 2020, subject to 24 months escrow from 3 November 2017. The full terms and conditions were disclosed in the notice of annual general meeting dated 30 November 2017.

5. Unquoted Options, exercisable at $0.108 each, on or before 26 September 2021. The full terms and conditions were disclosed in the notice of annual general meeting dated 20 August 2018.

6. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

7. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.145) or Options ($0.145) as the context requires on the ASX on 27 September 2018. In respect of unquoted Equity Securities the value of Options is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of Shares).

8. All figures in the table are on a post Share Split basis.

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